Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (i) The Borrowers may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (A) such notice must be received by Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares.

Voluntary Prepayments. (ia) The Borrowers Borrower may, upon notice from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans any Term Loan in whole or in part without premium or penaltypenalty (other than as set forth in clause (b) below); provided that: that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any on the date of prepayment of Revolving Credit Base Rate Loans that are Base and LIBOR Daily Floating Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, or that are Base if less, the entire principal amount thereof then outstanding); (C) any such prepayment of LIBOR Daily Floating Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Revolving Credit Term Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.15, each such prepayment will shall be applied to the Revolving Credit applicable Term Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. Revolving Loans may be voluntarily prepaid from time to time, without penalty or premium (subject to Section 15.1(c)), as follows: (i) The with respect to Base Rate Loans and LIBOR Index Rate Loans, Borrowers maymay prepay any such Loans on any Business Day in whole or in part, upon notice in an aggregate minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount; (ii) with respect to Administrative AgentAdjusted LIBOR Rate Loans, from the Administrative Borrower Borrowers may prepay any such Loans on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans Business Day in whole or in part without premium (together with any amounts due pursuant to Section 15.1(c)) in an aggregate minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount; and (iii) with respect to Swing Line Loans, Borrowers may prepay any such Loans on any Business Day in whole or penalty; provided thatin part in any amount. All such prepayments shall be made: (Ai) such upon written notice must be received by Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any on the date of prepayment in the case of Revolving Credit Loans that are Eurodollar Base Rate Loans, LIBOR Index Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate or Swing Line Loans; and (Bii) any prepayment upon not less than three (3) Business Days’ prior written notice in the case of Revolving Credit Loans that are Eurodollar Adjusted LIBOR Rate Loans will be Loans, in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereofeach case given to Administrative Agent, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthe Swing Line Lender, oras the case may be, if less, the entire principal amount thereof then outstanding. Each such notice will specify by 11:00 a.m. on the date required (and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify transmit such written notice to each Lender Lender). Upon the giving of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives any such notice, then the Borrowers’ prepayment obligation will be irrevocable, and principal amount of the Borrowers will make such prepayment and the payment amount Loans specified in such notice will be shall become due and payable on the prepayment date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.15, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m., central time, (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar LIBO Rate Loans Loans, and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar LIBO Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar LIBO Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.5. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares, provided that at the Borrower’s election in connection with any prepayment pursuant to this Section 2.4(a), such prepayment shall not be applied to any Loans of a Defaulting Lender.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit the Loans (including PIK Principal) in whole or in part without premium or penaltypenalty other than, to the extent set forth in Section 2.04(d), any applicable Prepayment Premium; provided that: (A) that such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment (which notice may be extended or revoked in the discretion of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstandingBorrower). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid, and the applicable Prepayment Premium (if any). The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Share thereofprepayment. If such notice is given by the Administrative Borrower gives such notice(and not extended or revoked), then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will Borrower shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will Loans shall be accompanied by all accrued but unpaid interest on the amount prepaid, together with any additional amounts required applicable Prepayment Premium pursuant to Section 3.05 2.04(d) and, in the case of a repayment in full of the outstanding principal amount of the Loans (including amounts required pursuant to any PIK Principal), the Exit Fee in accordance with Section 3.05(c) and any foreign exchange losses2.08(b). Subject to Section 3.073.05, each such prepayment will shall be applied to the Revolving Credit Loans of each Class held by the Lenders in accordance with their respective Percentage SharesApplicable Percentages for Loans of such Class.

Voluntary Prepayments. (ia) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date (which shall be a Business Day) and amount of such prepayment and prepayment, the Type(s) of Revolving Credit Loans to be prepaid. prepaid and shall be substantially in the form of Exhibit H. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s ratable portion (based on such Lender’s Applicable Percentage Share thereofin respect of the relevant Facility). If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest to the date of prepayment on the amount prepaid, and, in the case of Eurodollar Rate Loans, any additional amounts required pursuant to Section 3.05 (including amounts required 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 3.05(c2.04(a) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will shall be applied to the Revolving Credit principal repayment installments thereof in the order of maturity as instructed by the Borrower, or in the absence of any such instruction, in the direct order of maturity, and each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages in respect of each of the relevant Facilities.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice delivery of a Notice of Prepayment and/or Reduction / Termination of Commitments to Administrative Agent, from the Administrative Borrower on behalf of the BorrowersLender, at any time or from time to time time, voluntarily prepay Revolving Credit Delayed Draw Term Loans (in whole or in part part, without premium or penalty; provided , subject to Section 3.05), provided, that: (A) such notice must be received by Administrative Agent the Lender not later than 11:00 a.m. (1I) at least three (3) Business Days prior to any date of prepayment of Revolving Credit Term Benchmark Loans that are Eurodollar Rate Loans or ABR Loans, and (2II) one at least five (5) Business Day Days prior to any date of prepayment of Revolving Credit Loans that are Base Rate RFR Loans; and (B) any prepayment of Revolving Credit Term Benchmark Loans that are Eurodollar Rate Loans will shall be in a principal amount of Two Million Dollars ($2,000,000 2,000,000), or in a whole multiple of One Million Dollars ($500,000 1,000,000) in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of RFR Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of ABR Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars ($500,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender Subject to payment of its receipt of each breakage costs (if any) in accordance with Section 3.05, any such notice and delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the amount of Borrower (by notice to the Lender on or prior to the specified effective date) if such Lender’s Percentage Share thereofcondition is not satisfied. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein, subject to any condition specified in such notice. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares3.05.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice at its option, prepay the Revolving Credit Loans without premium or penalty (but subject to Administrative AgentSection 3.5), from the Administrative Borrower on behalf of the Borrowers, in full at any time or in part from time to time voluntarily prepay by delivering to the Administrative Agent an irrevocable written notice thereof on the proposed prepayment date, in the case of Revolving Credit Loans in whole or in part without premium or penalty; provided that: consisting of ABR Advances, and at least (A) such notice must be received by Administrative Agent not later than 11:00 a.m. (1i) three Business Days prior to any date of the proposed prepayment date, in the case of Revolving Credit Loans that are Eurodollar Rate Loans denominated in Dollars and (2ii) one four Business Day Days prior to any date of the proposed prepayment date, in the case of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment denominated in Alternative Currencies, consisting of Eurodollar Advances, specifying whether the Revolving Credit Loans that are to be prepaid consist of ABR Advances, Eurodollar Rate Advances, or a combination thereof, the amount to be prepaid and the date of prepayment, whereupon the amount specified in such notice shall be due and payable on the date specified. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Each partial prepayment of the Revolving Credit Loans will pursuant to this subsection (a) shall be in a an aggregate principal amount of $2,000,000 10,000,000 or such amount plus a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof, or, if less, the entire outstanding principal amount thereof then outstanding. Each such notice will specify the date and amount balance of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal balance of such Eurodollar Advances shall exceed $5,000,000. Neither Swing Line Loans of the Lenders in accordance with their respective Percentage Sharesnor Competitive Bid Loans may be prepaid.

Voluntary Prepayments. (i) The Borrowers may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, may at any time or and from time to time voluntarily prepay Revolving Credit Loans the Loans, in whole or in part part, without premium or penalty; provided that: , upon irrevocable (Asubject to Section 2.11(a)(ii)) such notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date thereto, in the case of prepayment of Revolving Credit Loans that are Base Rate ABR Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such which notice will shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Revolving Credit Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to be prepaidSection 2.16 on the date of prepayment. Upon receipt of any such notice, the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If any such notice is given, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein, together with (except in the case of Loans that are ABR Loans) accrued and unpaid interest to such date on the amount prepaid. Any prepayment Partial prepayments of Loans shall be in an aggregate principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (or, in the event of a prepayment in full of the Construction Loans, the Vista Expansion Loans, the Term Loans, the Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) Loans, the Revolving L/C Loans and any foreign exchange losses). Subject to Section 3.07the DSR L/C Loans, each such prepayment will be applied an amount equal to the Revolving Credit outstanding principal amount of such Loans of the Lenders in accordance with their respective Percentage Sharesbeing prepaid).

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and prepayment, the Type(s) of Revolving Credit Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Company shall specify the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Pro Rata Share thereofof such prepayment. If such notice is given by the Administrative Company, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Eurocurrency Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit applicable Committed Loans of the Lenders in accordance with their respective Percentage SharesPro Rata Shares thereof.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Committed Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Committed Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If the Administrative such notice is given by Borrower, Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.16, each such prepayment will shall be applied to the Revolving Credit Committed Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Subject to Section 2.13(d), Borrowers may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Advances and Swingline Loans in whole or in part without premium or penalty; provided that: provided, that (A1) such notice must be received by Administrative Agent not later than 11:00 a.m. (1Milwaukee time) (A) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Domestic Rate Loans; and (B2) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base ; and (3) any prepayment of Domestic Rate Loans will shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaidwhether such Advance is a Eurodollar Rate Loan or a Domestic Rate Loan. Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice notice, and of the amount of such Revolving Lender’s 's Revolving Commitment Percentage Share thereofof such prepayment. If the Administrative Borrower gives such notice, then notice is given by the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable to Agent by 2:00 p.m Milwaukee time on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required 2.2(f). Each prepayment of the Revolving Advances and Swingline Loans received by Agent pursuant to this Section 3.05(c2.13(a)(i) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will shall be applied paid to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesRevolving Commitment Percentages as follows: first, to the payment in full of any outstanding Protective Advances; second to the payment in full of any excess Revolving Facility Advances as required by Section 2.6; third to the payment in full of any outstanding Swingline Loans; and fourth to the payment of any other outstanding Revolving Advances. Revolving Advances prepaid may be reborrowed in accordance with the terms of this Agreement.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Working Capital Loans in whole or in part without premium or penalty; provided that: (A) such notice must be received by Administrative Agent not later than 11:00 a.m. a.m.: (1) three Business Days prior to any date of prepayment of Revolving Credit Working Capital Loans that are Eurodollar Rate Loans Loans; and (2) one Business Day prior to any the date of prepayment of Revolving Credit Working Capital Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit any Working Capital Loans that are Eurodollar Rate Loans will of a given Type shall be in a principal amount of $2,000,000 1,000,000.00 or a whole multiple of $500,000 500,000.00 in excess thereof, or that are Base thereof for Eurodollar Rate Loans will be in a principal amount of and $500,000 500,000.00 or a whole multiple of $100,000 100,000.00 in excess thereofthereof for Base Rate Loans, or, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Working Capital Loans to be prepaid. Administrative Agent will promptly notify each Working Capital Lender of its receipt of each such notice and of the amount of such Lender’s Working Capital Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ Borrower’s prepayment obligation will shall be irrevocable, and the Borrowers will Borrower shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Working Capital Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Working Capital Loans of the Working Capital Lenders in accordance with their respective Working Capital Percentage Shares.

Voluntary Prepayments. (ia) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Term B Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Eurodollar Loans that are Eurodollar or Base Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereofthereof or, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, oreach case, if less, the entire principal amount thereof then outstanding. Each such notice will of prepayment delivered pursuant to this Section 2.05 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each affected Lender of its receipt of each such notice notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage Share thereofin respect of the relevant Facility). If such notice is given by the Administrative Borrower gives such noticeand not withdrawn, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will Borrower shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Eurodollar Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 3.05; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (including amounts required pursuant to Section 3.05(cother than a prepayment in full) and any foreign exchange losses)shall instead be paid on the next occurring Interest Payment Date. Subject to Section 3.072.16, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages in respect of the relevant Facility. Each prepayment of Term B Loans pursuant to this Section 2.05 shall be applied to the remaining scheduled installments of Term B Loans to be made pursuant to Section 2.07(a) pro rata (based on the then remaining amounts of such remaining installments).

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to Administrative Agentat its option, from prepay the Administrative Borrower on behalf of the BorrowersPrime Rate Loans and LIBOR Loans, in whole or in part, without premium or penalty (other than any indemnification amounts, as provided for in Section 2.12) at any time or and from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (A) such notice must be received by notifying the Administrative Agent not later than 11:00 a.m. (1) in writing at least one Business Day prior to the proposed prepayment date in the case of Loans consisting of Prime Rate Loans and at least three Business Days prior to any the proposed prepayment date in the case of Loans consisting of LIBOR Loans, specifying the Loans to be prepaid consisting of Prime Rate Loans, LIBOR Loans or a combination thereof, the amount to be prepaid and the date of prepayment prepayment. Such notice shall be irrevocable and the amount specified in such notice shall be due and payable on the date specified, together with accrued interest to the date of Revolving Credit Loans that are Eurodollar such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof. Partial prepayments of Prime Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit and/or LIBOR Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a an aggregate minimum principal amount of $2,000,000 5,000,000 or such amount plus a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof, or, if less, the entire outstanding principal amount thereof then outstandingbalance thereof. Each such notice will specify After giving effect to any partial prepayment with respect to LIBOR Loans which were converted on the same date and which had the same Interest Period, the outstanding principal amount of such prepayment and the Type(s) LIBOR Loans shall be at least $1,000,000 or such amount plus a whole multiple of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share $100,000 in excess thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit the Loans in whole or in part without premium or penalty; provided that: (A) that such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (1i) three Business Days prior to any the requested date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans and (2ii) one Business Day prior to any on the requested date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any . Any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Eurocurrency Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.16, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages. Any prepayment shall be applied ratably to the remaining principal amortization payments of the Term Loan, including, without limitation, the final principal repayment installment on the Maturity Date.

Voluntary Prepayments. (iSubject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The Borrowers and any other fees or amounts payable hereunder at such time, the Issuer may, upon written notice from the Issuer to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans the Notes, in whole or in part without premium or penaltypart; provided provided, that: , (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any the date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaidprepayment. Administrative Agent will promptly notify each Lender of its receipt of each If such notice and of is given by the amount of such Lender’s Percentage Share thereof. If Issuer, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will Issuer shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will pursuant to this Section 2.03(a) shall be accompanied by any additional amounts (x) all accrued interest on the principal amount of the Notes prepaid, (y) the repayment premium required pursuant to under Section 3.05 (including amounts required pursuant to Section 3.05(c2.03(d) and any foreign exchange losses)the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Subject to Section 3.07, each Each such prepayment will shall be applied (x) with respect to any such prepayment on or prior to March 31, 2024, first, to outstanding Third Tranche Notes (if any), second, to the outstanding Second Tranche Notes, and third, to outstanding First Tranche Notes and (y) with respect to any such prepayment after March 31, 2024, first, to outstanding Third Tranche Notes (if any), second, to the outstanding Second Tranche Notes, and third, to outstanding First Tranche Notes and to the principal repayment installments of each thereof on a pro rata basis. Each such prepayment shall be applied to the Revolving Credit Loans Notes of the Lenders Purchasers in accordance with their respective Percentage SharesApplicable Percentages in respect of each of the relevant Tranches.

Voluntary Prepayments. Borrower may at any time on at least five (5) days' prior written notice by Borrower to Agent (i) The Borrowers may, upon notice to Administrative Agent, from the Administrative Borrower on behalf voluntarily prepay all or part of the Borrowers, at any time or from time to time Term Loans and/or (ii) voluntarily prepay all or part of the Revolving Credit Loans in whole or in part without premium or penaltyLoan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided that: that (A) any such notice must be received by Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will prepayments or reductions shall be in a principal minimum amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple 250,000 and integral multiples of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment amount and (B) the Type(sRevolving Loan Commitment shall not be reduced to an amount less than the greater of (x) of $4,000,000 and (y) the L/C Sublimit. In addition, Borrower may at any time on at least ten (10) days' prior written notice by Borrower to Agent terminate the Revolving Credit Loan Commitment; provided that upon such termination, all Loans to and other Obligations shall be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be immediately due and payable on the date specified thereinin full. Any such voluntary prepayment and any such reduction or termination of a the Revolving Credit Loan that is a Eurodollar Rate Loan will Commitment must be accompanied by the payment of the fee required by Section 1.9(c), if any, plus the payment of any additional amounts required pursuant to LIBOR funding breakage costs in accordance with Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses1.13(b). Subject Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to Section 3.07request Revolving Credit Advances, each or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment will is to be applied, provided that any partial prepayments of any Term Loan made by or on behalf of Borrower shall be applied to prepay the Revolving Credit Loans scheduled installments of the Lenders such Term Loan in accordance with inverse order of their respective Percentage Sharesmaturities.

Voluntary Prepayments. (ia) The Borrowers may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at At any time or and from time to time voluntarily time, each Borrower may prepay Revolving Credit Loans its Loans, in whole or in part part, together with accrued interest to the date of prepayment, without premium or penalty; penalty (except as provided that: in clause (Aiii) such below), upon written notice must be received by given to the Administrative Agent not later than 11:00 a.m. a.m., Charlotte time, three (13) three Business Days prior to any date of each intended prepayment of Revolving Credit Loans that are Eurodollar Rate LIBOR Loans and one (21) one Business Day prior to any date of each intended prepayment of Revolving Credit Loans that are Base Rate Loans; and provided that (Bi) any each partial prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole an integral multiple of $500,000 in excess thereof, or that are Base Rate (ii) no partial prepayment of LIBOR Loans will be in a made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $500,000 5,000,000 or a whole to any greater amount not an integral multiple of $100,000 1,000,000 in excess thereof, orand (iii) unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, if less, a prepayment of a LIBOR Loan may be made only on the entire principal amount thereof then outstandinglast day of the Interest Period applicable thereto. Each such notice will shall specify the proposed date and amount of such prepayment and the Type(s) aggregate principal amount and Type of Revolving Credit the Loans to be prepaidprepaid (and, in the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind such Borrower to make such prepayment on the terms specified therein. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will promptly notify each Lender of its receipt of each give prompt notice thereof to the Tranche 1 Lenders; provided that if such notice and of has also been furnished to the amount of such Lender’s Percentage Share thereof. If Tranche 1 Lenders, the Administrative Borrower gives such notice, then Agent shall have no obligation to notify the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Tranche 1 Lenders in accordance with their respective Percentage Sharesrespect thereto.

Voluntary Prepayments. (iSubject to the payment of any prepayment or repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The Borrowers and any other fees or amounts payable hereunder at such time, the Borrower may, upon written notice from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans the Loans, in whole or in part without premium or penaltypart; provided provided, that: , (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. five (15) three Business Days prior to any the date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaidprepayment. Administrative Agent will promptly notify each Lender of its receipt of each If such notice and of is given by the amount of such Lender’s Percentage Share thereof. If Borrower, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will pursuant to this Section 2.03(a) shall be accompanied by any additional amounts (x) all accrued interest on the principal amount of the Loans prepaid, (y) the prepayment or repayment premium required pursuant to under Section 3.05 (including amounts required pursuant to Section 3.05(c2.03(d) and any foreign exchange losses)the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Subject to Section 3.07, each Each such prepayment will shall be applied first, to outstanding Term C Loans (if any), second, to outstanding Term B Loans (if any) and third, to outstanding Term A Loans. Each such prepayment shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages in respect of each of the relevant Facilities.

Voluntary Prepayments. (i) The Borrowers Company may, upon written or telephonic notice to Administrative AgentAgent on or prior to 12:00 Noon (New York City time) on the date of prepayment, from the Administrative Borrower on behalf of the Borrowerswhich notice, if telephonic, shall be promptly confirmed in writing, at any time or and from time to time voluntarily time, prepay Revolving Credit Loans any Swing Line Loan on any Business Day in whole or in part without premium or penalty; provided that: (A) such notice must be received by Administrative Agent in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not later less than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day Day’s prior to any date written or telephonic notice, in the case of prepayment of Revolving Credit Loans that are Base Rate Loans; , and (B) any prepayment three Business Days’ prior written or telephonic notice, in the case of Revolving Credit Loans that are Eurodollar Rate Loans, in each case given to Administrative Agent by 12:00 Noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans will are to be prepaid of such prepayment, at any time and from time to time prepay the Term Loans or Revolving Loans on any Business Day in a principal whole or in part in an aggregate minimum amount of $2,000,000 or a whole multiple 1,000,000 and multiples of $500,000 in excess thereof, or of that are Base Rate Loans will amount. All written notices delivered pursuant to this subsection 2.4B(i) shall be in the form of a principal amount Notice of $500,000 Prepayment and all notices whether written or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(stelephonic delivered pursuant to this subsection 2.4B(i) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will shall be irrevocable, and once given as aforesaid, the Borrowers will make such prepayment and principal amount of the payment amount Loans specified in such notice will be shall become due and payable on the prepayment date specified therein. Any prepayment ; provided that if notice is given in connection with the refinancing of the Loans with the proceeds of Indebtedness (other than the Loans) or in connection with a Revolving Credit Loan transaction that is would result in a Eurodollar Rate Loan will Change in Control and, in either case, such transaction does not close, such notice shall be accompanied by revocable and the amounts specified therein shall not be due and payable except for any additional amounts required payable as a result thereof pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each subsection 2.6D. Any such voluntary prepayment will shall be applied to the Revolving Credit Loans of the Lenders as specified in accordance with their respective Percentage Sharessubsection 2.4B(iv).

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to Administrative Agentat its option, from prepay the Administrative Borrower on behalf of the BorrowersABR Advances and Eurodollar Advances, in whole or in part, without premium or penalty (other than any indemnification amounts, as provided for in Section 2.14) at any time or and from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (A) such notice must be received by notifying the Administrative Agent not later than 11:00 a.m. (1) in writing at least one Business Day prior to the proposed prepayment date in the case of Loans consisting of ABR Advances and at least three Business Days prior to any the proposed prepayment date in the case of Loans consisting of Eurodollar Advances, specifying the Loans to be prepaid consisting of ABR Advances, Eurodollar Advances or a combination thereof, the amount to be prepaid and the date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans prepayment. Such notice shall be irrevocable and (2) one Business Day prior the amount specified in such notice shall be due and payable on the date specified, together with accrued interest to any the date of prepayment such payment on the amount prepaid. Upon receipt of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment such notice, the Administrative Agent shall promptly notify each Lender in respect thereof. Partial prepayments of Revolving Credit Loans that are ABR Advances and/or Eurodollar Rate Loans will Advances shall be in a an aggregate minimum principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal such amount of $500,000 or plus a whole multiple of $100,000 in excess thereof, or, if less, the entire outstanding principal amount thereof then outstandingbalance thereof. Each such notice will specify After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal amount of such prepayment and the Type(sEurodollar Advances shall be at least (subject to Section 2.3(c)) $1,000,000 or such amount plus a whole multiple of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share $100,000 in excess thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified Notwithstanding anything in such notice will be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied this Agreement to the Revolving Credit Loans contrary, voluntary prepayments by the Borrower of the Lenders in accordance with their respective Percentage SharesCompetitive Bid Advances are not permitted.

Voluntary Prepayments. (i) The Borrowers may, upon notice to Administrative Agentat any time, from prepay the Administrative Borrower on behalf outstanding principal amount of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Term Loans in whole or in part without premium or penaltypart; provided that: (A) such notice must be received by Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to provided, however, that if any date of prepayment of Revolving Credit Loans that are any Borrowing of Eurodollar Rate Loans and (2) one Business Day prior is made by the Borrowers other than on the last day of an Interest Period for such Borrowing, the Borrowers shall also pay any amounts owing pursuant to any date of Section 2.17(e); provided, further, that each partial prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a an aggregate principal amount that is an integral multiple of $1,000,000.00. Upon the giving of such notice of prepayment, the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Term Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans specified to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be prepaid shall become due and payable on the date specified therein. Any for such prepayment; provided that a notice of prepayment of a Revolving Credit the outstanding principal amount of the Term Loans in whole or in part may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the Borrowers by notice to the Term Loan Administrative Agent on or prior to the date specified for such prepayment that the refinancing condition has not been met and the notice of such prepayment is a to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loan will be accompanied by any additional amounts required Loans pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses2.14). Subject to Section 3.07, each such prepayment will All voluntary prepayments of Term Loans made hereunder shall be applied to as directed by the Revolving Credit Loans Borrowers, or, in the case of the Lenders no direction, in accordance with their respective Percentage Sharesdirect order of maturity.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans L/C Borrowings in whole or in part part, subject to Section 2.05(d), without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m., New York City time (1or such other later time which is acceptable to the Administrative Agent), (A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof or, if lessin each case, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage Share thereofin respect of the relevant Facility). If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Revolving Credit Loan that is a Eurodollar Eurocurrency Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required 3.05. Each prepayment of the outstanding Loans pursuant to this Section 3.05(c2.05(a) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will shall be applied to the Revolving Credit Type(s) of Loan(s) in the manner as the Borrower shall direct, and each prepayment of Loans of shall be paid to the Lenders in accordance with their respective Percentage SharesApplicable Percentages in respect of each of the relevant Facilities.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, or that are if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage 's Pro Rata Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Pro Rata Shares.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (1A) three two (2) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of Ten Million and 00/100 Dollars ($2,000,000 10,000,000.00) or a whole multiple of One Million and 00/100 Dollars ($500,000 1,000,000.00) in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, ; if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. All Term Loan prepayments permitted pursuant to this Section 2.07 shall be applied ratably to the unpaid installments of principal on the Term Loans. If the Borrower prepays a Loan but fails to specify the applicable Eurodollar Rate Loan which the Borrower is prepaying, the prepayment shall be applied (i) first to Revolving Loans and then to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to Base Rate Loans, then to Eurodollar Rate Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Revolving Credit Percentage Share thereofor Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Revolving Credit Percentage Sharesor Applicable Term Loan Percentage, as applicable.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice delivery of a Notice of Prepayment and/or Reduction / Termination of Commitments to Administrative Agent, from the Administrative Borrower on behalf of the BorrowersLender, at any time or from time to time time, voluntarily prepay Revolving Credit Delayed Draw Term Loans (in whole or in part part, without premium or penalty; provided , subject to Section 3.05), provided, that: (A) such notice must be received by Administrative Agent the Lender not later than 11:00 a.m. (1I) at least three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans Loans, and (2II) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of Two Million Dollars ($2,000,000 2,000,000), or in a whole multiple of One Million Dollars ($500,000 1,000,000) in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars ($500,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender Subject to payment of its receipt of each breakage costs (if any) in accordance with Section 3.05, any such notice and delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the amount of Borrower (by notice to the Lender on or prior to the specified effective date) if such Lender’s Percentage Share thereofcondition is not satisfied. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein, subject to any condition specified in such notice. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares3.05.

Voluntary Prepayments. (i) The Borrowers Any Borrower Party may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (Aa) such notice must be in a form acceptable to Administrative Agent and be received by Administrative Agent not later than 11:00 a.m. 1:00 p.m.: (1i) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base LIBOR Rate Loans; and (Bii) on the date of prepayment of Base Rate Loans; (b) any prepayment of Revolving Credit Loans that are Eurodollar LIBOR Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof, or that are ; and (c) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If the Administrative such notice is given by a Borrower gives Party, such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will Borrower Party shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified thereintherein (provided that the failure to make such payment shall not give rise to a Potential Default or Event of Default hereunder). Any prepayment of a Revolving Credit Loan that is a Eurodollar LIBOR Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)4.05. Subject to Section 3.072.17, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders Obligations held by each Lender in accordance with their its respective Percentage SharesApplicable Percentage.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 3,000,000 or a whole multiple of $500,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If the Administrative Borrower gives such noticenotice of voluntary prepayment to the Administrative Agent, then the Borrowers’ prepayment obligation will be irrevocableBorrower shall pay all accrued interest, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages. If such notice is given by the Borrower and such prepayment is not made on the date stipulated in the notice, the applicable Loans shall be automatically converted to Base Rate Loans on such date, and the Borrower shall pay all accrued interest and any additional amounts required pursuant to Section 3.05. Amounts repaid may not be reborrowed.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans Loans, in whole or in part without premium or penalty; provided that: that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, unless rescinded pursuant to the last sentence of this Section 2.05(a), the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.15, each such prepayment will of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages. Each notice delivered by the Borrower pursuant to this Section 2.05(a) shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned on the occurrence of a refinancing of all or any portion of the Loans or the occurrence of any other event which would have provided the cash proceeds for such prepayment, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified closing date of such refinancing or other such event) if such condition is not satisfied.

Voluntary Prepayments. The Term Loan may not be voluntarily prepaid prior to December 7, 2014 (i) The Borrowers other than pursuant to Section 2.03(c)). From and after December 7, 2014, subject to the payment of any prepayment premium as required under Section 2.03(d), the Borrower may, upon notice from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans the Obligations, in whole or in part without premium or penaltypart; provided provided, that: , (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any the date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a minimum principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, 2,500,000 (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaidprepayment. Administrative Agent will promptly notify each Lender of its receipt of each If such notice and of is given by the amount of such Lender’s Percentage Share thereof. If Borrower, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid (it being understood and agreed that if any additional amounts prepayment is made on a day other than the last Business Day of a fiscal quarter, such prepayment shall be accompanied by, in addition to all accrued interest on the amount prepaid, all interest that would have accrued on the amount prepaid had such prepayment been made on the last Business Day of the fiscal quarter in which such prepayment is made rather than the date upon which such prepayment was actually made), and the prepayment premium required pursuant to under Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses2.03(d). Subject to Section 3.07, each Each such prepayment will shall be applied first to all costs, expenses, indemnities and other amounts due and payable hereunder, then to payment of default interest, if any, then to payment of prepayment premium required by Section 2.03(d), then to payment of accrued interest and thereafter to the payment of principal. Each such prepayment shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares.Applicable Percentages. *** Confidential Treatment Requested

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Term Loans in whole or in part without premium or penalty; provided that: that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.15, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Borrowers A Borrower may, upon written notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit one or more Loans in whole or in part without premium or penaltypenalty on any Business Day; provided that: (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar LIBOR Rate Loans and one (21) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Reference Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof, thereof or, if less, the entire principal amount thereof then outstanding. Any LIBOR Rate Loan in an Alternative Currency shall satisfy the above minimum thresholds for LIBOR Rate Loans on a Dollar Equivalent basis. Each such notice will shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaidprepayment. The Administrative Agent will shall promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Pro Rata Share thereofof such prepayment. If such written notice is given by a Borrower, the Administrative applicable Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)4. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders Obligations held by each Lender in accordance with their its respective Percentage SharesPro Rata Share.

Voluntary Prepayments. (i) The Borrowers Company may, upon written or telephonic notice to Administrative AgentAgent on or prior to 12:00 Noon (New York City time) on the date of prepayment, from the Administrative Borrower on behalf of the Borrowerswhich notice, if telephonic, shall be promptly confirmed in writing, at any time or and from time to time voluntarily time, prepay Revolving Credit Loans any Swing Line Loan on any Business Day in whole or in part without premium or penalty; provided that: (A) such notice must be received by Administrative Agent in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not later less than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day Day’s prior to any date written or telephonic notice, in the case of prepayment of Revolving Credit Loans that are Base Rate Loans; , and (B) any prepayment three Business Days’ prior written or telephonic notice, in the case of Revolving Credit Loans that are Eurodollar Rate Loans, in each case given to Administrative Agent by 1:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans will are to be prepaid of such prepayment, at any time and from time to time prepay the Term Loans or Revolving Loans on any Business Day in a principal whole or in part in an aggregate minimum amount of $2,000,000 or a whole multiple 1,000,000 and multiples of $500,000 in excess thereof, or of that are Base Rate Loans will amount. All written notices delivered pursuant to this subsection 2.4B(i) shall be in the form of a principal amount Notice of $500,000 Prepayment and all notices whether written or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(stelephonic delivered pursuant to this subsection 2.4B(i) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will shall be irrevocable, and once given as aforesaid, the Borrowers will make such prepayment and principal amount of the payment amount Loans specified in such notice will be shall become due and payable on the prepayment date specified therein. Any prepayment ; provided that if notice is given in connection with the refinancing of the Loans with the proceeds of Indebtedness (other than the Loans) or in connection with a Revolving Credit Loan transaction that is would result in a Eurodollar Rate Loan will Change in Control and, in either case, such transaction does not close, such notice shall be accompanied by revocable and the amounts specified therein shall not be due and payable except for any additional amounts required payable as a result thereof pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each subsection 2.6D. Any such voluntary prepayment will shall be applied to the Revolving Credit Loans of the Lenders as specified in accordance with their respective Percentage Sharessubsection 2.4B(iv).

Voluntary Prepayments. (i) The Borrowers may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, may at any time or and from time to time voluntarily prepay Revolving Credit Loans the Loans, in whole or in part part, without premium or penalty; provided that: , upon irrevocable (Asubject to Section 2.11(a)(ii)) such notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (1) A.M., New York City time, three Business Days prior to any date thereto, in the case of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans Loans, and (2) no later than 11:00 A.M., New York City time, one Business Day prior to any date thereto, in the case of prepayment of Revolving Credit Loans that are Base Rate ABR Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such which notice will shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Revolving Credit Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to be prepaidSection 2.16 on the date of prepayment. Upon receipt of any such notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If any such notice is given, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein, together with (except in the case of Loans that are ABR Loans) accrued and unpaid interest to such date on the amount prepaid. Any prepayment Partial prepayments of Loans shall be in an aggregate principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (or, in the event of a prepayment in full of the Construction Loans, the Term Loans, the Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) Loans, and any foreign exchange losses). Subject to Section 3.07the Revolving L/C Loans, each such prepayment will be applied an amount equal to the Revolving Credit outstanding principal amount of such Loans of the Lenders in accordance with their respective Percentage Sharesbeing prepaid).

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans in whole or in part without premium or penalty; but with accrued interest thereon and any amounts due under Section 3.5, provided that: that (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Committed Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Committed Loans will shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Pro Rata Share thereofof such prepayment. If the Administrative such notice is given by Borrower, Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.5. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Committed Loans of the Lenders in accordance with their respective Percentage Pro Rata Shares.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 10,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment, if any Incremental Term Loan is outstanding, whether such prepayment is to be applied to the Term Loan or any Incremental Term Loan(s), and if more than one Type of Loan is outstanding, the Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit remaining principal amortization payments of such Loans of as directed by the Borrower and to the applicable Lenders holding such Loans in accordance with their respective Percentage SharesApplicable Percentages. If no such direction is provided by the Borrower, each such prepayment of the Loans shall be applied pro rata among all outstanding Loans in direct order of maturity.

Voluntary Prepayments. (i) The Borrowers may, upon notice to Administrative Agent, from the Administrative Borrower on behalf All or any portion of the Borrowers, unpaid principal balance of any Reference Rate Loan may be prepaid at any time by a payment to the Agent of immediately available Dollars by the Borrower and all or any portion of the unpaid principal balance of any Libor Loan may be prepaid or paid to the Agent by a payment of immediately available Dollars on the Interest Adjustment Date for such Loan, upon, in the case of a Reference Rate Loan, one (1) Business Day prior telephonic, E-mail or telecopied notice promptly confirmed in writing from time the Borrower to time voluntarily prepay Revolving Credit Loans the Agent, and, in whole the case of a Libor Loan, on the applicable Interest Adjustment Date and upon three (3) Business Days prior telephonic or telecopied notice promptly confirmed in part writing from the Borrower to the Agent, without premium or penalty; provided that: (A) that all such notice must payments and prepayments of Libor Loans shall be received accompanied by Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any the interest accrued on the principal amount being paid or prepaid through the date of payment or prepayment, and provided further that (i) each such partial payment or prepayment of Revolving Credit Loans principal of a Libor Loan shall be in such amount so that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will be each outstanding Libor Loan remains in a principal amount of at least $2,000,000 or a whole multiple of $500,000 5,000,000 and, to the extent in excess thereof, in an integral multiple of $1,000,000, and (ii) each such partial payment or prepayment of principal of a Reference Rate Loan shall be such amount so that are Base each outstanding Reference Rate Loans will be Loan remains in a principal amount of at least $500,000 or a whole multiple of $100,000 2,500,000 or, to the extent in excess thereof, or, if less, in integral multiples of $1,000,000. The Borrower's notice of payment or prepayment to the entire principal amount thereof then outstanding. Each Agent shall designate whether such notice will specify the date and amount payment or prepayment is a payment or prepayment of such prepayment and the Type(s) of Revolving Credit one or more Reference Rate Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified thereinor Libor Loans. Any permitted voluntary prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will any Loans shall be accompanied by any additional amounts required pursuant to Section 3.05 made without premium or penalty other than the reimbursements provided for under Sections 2.10 (including amounts required pursuant to Section 3.05(ce) and any foreign exchange losses2.10 (f). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Credit Loans, without premium or penalty (i) The Borrowers mayother than amounts, upon notice if any, required to Administrative Agent, from be paid pursuant to Section 2.11 with respect to prepayments of SOFR Loans made on any date other than the Administrative Borrower on behalf last day of the Borrowersapplicable Interest Period), at any time in whole or in part, from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided thaton any date on the following terms and conditions: (Aa) such notice must be received by the Borrower shall give the Administrative Agent not at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and, in the case of SOFR Loans, the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 a.m. 1:00 p.m. (1x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of SOFR Loans), (b) each partial prepayment of any date of prepayment Borrowing of Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; provided that are Eurodollar Rate no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for SOFR Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bc) any prepayment of Revolving Credit SOFR Loans that are Eurodollar Rate Loans will 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 the applicable provisions of Section 2.11. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(e). At the Borrower’s election in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereofconnection with any prepayment pursuant to this Section 5.1, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will shall not be applied to the Revolving Credit Loans any Loan of the Lenders in accordance with their respective Percentage Sharesa Defaulting Lender.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Term Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be in the form of a Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of Five Million and No/100 Dollars ($2,000,000 5,000,000.00) or a whole multiple of One Million and No/100 Dollars ($500,000 1,000,000.00) in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of Five Hundred Thousand and No/100 Dollars ($500,000 500,000.00) or a whole multiple of One Hundred Thousand and No/100 Dollars ($100,000 100,000.00) in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof the applicable Term Loan of such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Term Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Borrowers Any Borrower Party may, upon notice delivery of a Repayment Notice to Administrative Agent, from the Administrative Borrower on behalf Agent which may be conditioned upon the occurrence of the Borrowersa financing or other event, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (Aa) such notice Repayment Notice must be received by Administrative Agent not later than 11:00 a.m. a.m.: (1i) three two Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and Loans; (2ii) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Biii) four Business Days prior to the date of prepayment of Loans denominated in Alternative Currencies; and (b) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 250,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will Repayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice Repayment Notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If the Administrative such Repayment Notice is given by a Borrower gives Party, such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will Borrower Party shall make such prepayment and the payment amount specified in such notice will Repayment Notice shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by (to the extent timely invoiced to the relevant Borrower) any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)4.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders Obligations held by each Lender in accordance with their its respective Percentage Sharesshare of the Type(s) of Loans to be repaid.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Term Loans in whole or in part without premium or penaltypart, subject to Section 2.03(f); provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m, New York City time (1or such other later time which is acceptable to the Administrative Agent), (A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans Loans, and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar 44 Eurocurrency Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof or, if lessin each case, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Share thereofratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Revolving Credit Loan that is a Eurodollar Eurocurrency Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 3.05(c2.03(a) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will shall be applied to the Revolving Credit scheduled installment payments thereof as the Borrower shall direct, and each prepayment of Loans of shall be paid to the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Borrowers Each Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (Aa) such notice must be received by the Administrative Agent not by no later than 11:00 a.m. 2:00 p.m.: (1i) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars; (ii) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) five (5) Business Days prior to any date of prepayment of RFR Loans; and (2iv) one (1) Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Reference Rate Loans; and (Bb) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 (or such lesser amount as the Administrative Agent may agree in its sole discretion) in excess thereof, thereof or, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Revolving Credit Loans which Loan such prepayment is to be prepaidapplied to. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Lender Percentage Share thereofof such prepayment. If the Administrative such notice is given by a Borrower, such Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein, provided that if such payment is not so made, the prepayment notice shall be deemed revoked. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)4 hereof. Subject to Section 3.073.6, each such prepayment will of a Loan (other than any Temporary Increase Loan) shall be applied to the Revolving Credit Loans Obligations of the Lenders such Borrower held by each Lender in accordance with their its respective Percentage SharesShare of Commitments with respect to such Loan.

Voluntary Prepayments. (i) The Borrowers Any Borrower Party may, upon notice delivery of a Prepayment Notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (Aa) with respect to Swingline Loans, the principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the next succeeding Business Day; and (b) with respect to any other Loan, such notice must be received by Administrative Agent not later than than: (A) 11:00 a.m. (1i) three (3) Business Days prior to any date of prepayment of Revolving Credit any Loans that are Eurodollar accruing interest at the Eurocurrency Rate, Floating LIBOR Rate Loans or the CP Rate; and (2ii) five (5) Business Days prior to the date of prepayment of Loans denominated in Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Day Days prior to any date of prepayment of Revolving Credit any Loans that are accruing interest at the Base Rate LoansRate; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a minimum principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof, ; or, if less, the entire principal amount thereof then outstanding. Each such notice will Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment and prepayment, if applicable, the Type(s) of Revolving Credit Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Lender Funding Agent of its receipt of each such notice notice, and of the amount of its Lender Group’s Repayment Percentage of such Lender’s Percentage Share thereofprepayment. If the Administrative such notice is given by a Borrower gives Party, such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will Borrower Party shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit With respect to any Loan that is a Eurodollar Rate Loan will prepaid pursuant to this Section 3.05, all accrued interest thereon shall be accompanied by paid in accordance with Section 3.02(b) and any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) 4 with respect thereto shall be promptly paid following receipt of an accurate and any foreign exchange losses)correct invoice for such amounts. Subject to Section 3.072.15, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders Principal Obligation held by each Lender in accordance with their respective Percentage Sharesits applicable Repayment Percentage.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; but with accrued interest thereon and any amounts due under Section 3.5, provided that: that (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Eurodollar Rate Loans that are Eurodollar or IBOR Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will or IBOR Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Pro Rata Share thereofof such prepayment. If the Administrative such notice is given by Borrower, Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will or IBOR Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.5. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Pro Rata Shares.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice the delivery to Administrative Agent, from the Administrative Borrower on behalf Agent of the Borrowersa Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and/or the Term Loans in whole or in part without premium or penalty; provided provided, that: , unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. three (13) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing or is otherwise conditioned upon the effectiveness of one or more other events specified therein, such notice of prepayment may be revoked or deferred if the financing is not consummated or such other conditions are not satisfied (or if such financing or other conditions are delayed); (B) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereofthereof (or, or that are if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of any Incremental Term Loan shall be applied as provided in the relevant Incremental Amendment. Each such notice will shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.15, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (ia) The Borrowers Borrower may, upon notice from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans any Term Loan in whole or in part without premium or penaltypenalty (other than as set forth in clause (b) below); provided that: that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Term SOFR Rate Loans and (2) one Business Day prior to any on the date of prepayment of Revolving Credit Base Rate Loans that are Base and Daily Simple SOFR Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Term SOFR Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, or that are Base if less, the entire principal amount thereof then outstanding); (C) any such prepayment of Daily Simple SOFR Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Revolving Credit Term Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Term SOFR Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.15, each such prepayment will shall be applied to the Revolving Credit applicable Term Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Borrowers may, upon notice Borrower shall have the right voluntarily to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part from time to time, without premium or penalty, subject to clause (ii) of this Section 2.09(a) and to Section 3.05; provided that: provided, however, that (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of each partial prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a minimum principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount the case of Dollar denominated Eurodollar Loans, $500,000 or a whole multiple of $100,000 in excess thereof, orin the case of Base Rate Loans, if less€1,000,000 or whole multiples of €500,000 in the case of Foreign Currency Loans) and (ii) the Borrower shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, in the case of any Revolving Loan which is a Base Rate Loan or any Swing Line Loan, by 1:00 P.M. (or 1:30 P.M. (New York time) in the case of Dollar denominated Swing Line Loans and 10:00 A.M. (London time) in the case of Foreign Currency Swing Line Loans), on the date of prepayment and, in the case of any other Loan, by 1:00 P.M., at least three Business Days prior to the date of prepayment. Each notice of prepayment shall specify the prepayment date, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid, whether the Loan to be prepaid is a Revolving Loan (and which Class), Term Loan (and which Class), or Swing Line Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the Interest Period of such Loan. Administrative Agent will promptly notify each Lender Each notice of its receipt of each prepayment shall be irrevocable and shall commit the Borrower to prepay such notice and of Loan by the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable stated therein on the date specified stated therein. Any prepayment Subject to the foregoing amounts, prepaid under this Section 2.09(a) shall be applied as the Borrower may elect; provided that if the Borrower fails to specify the application of a voluntary prepayment, then (x) in the case of a prepayment in Dollars, such prepayment shall be applied first to Revolving Credit Loan that is Base Rate Loans, then on a pro rata basis to Dollar denominated Eurodollar Revolving Loans and Foreign Currency Revolving Loans, then to Dollar denominated Swing Line Loans, then to Foreign Currency Swing Line Loans and then to the Term Loans pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (in each case ratably to the remaining Principal Amortization Payments thereof), in each case first to Base Rate Loan will Loans and then to Eurodollar Loans in direct order of Interest Period and (y) in the case of a prepayment in Euro, such prepayment shall be applied first to Foreign Currency Revolving Loans and then to Foreign Currency Swing Line Loans. All prepayments of Eurodollar Loans under this Section 2.09(a) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. At the Borrower’s election in connection with any additional amounts required prepayment pursuant to this Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.072.09, each such prepayment will shall not be applied to the Revolving Credit Loans any Loan of the Lenders in accordance with their respective Percentage Sharesa Defaulting Lender.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans in whole or in part without premium or penalty; provided provided, that: , unless otherwise agreed by the Administrative Agent in its sole discretion, (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) three two (2) Business Days prior to any date of prepayment of Revolving Credit Term SOFR Loans, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Alternative Currency Loans that are Eurodollar Rate Loans and (2denominated in Special Notice Currencies) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Alternative Currency Loans, and (C) on the date of prepayment of Base 44 CHAR1\1967948v4 Rate Committed Loans; and (Bii) any prepayment of Revolving Credit Term SOFR Loans that are Eurodollar Rate or Alternative Currency Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, or that are if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Committed Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall be irrevocable and shall specify the date date, currency and amount of such prepayment and the Type(s) of Revolving Credit Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Term SOFR Loan that is a Eurodollar or an Alternative Currency Term Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Committed Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penaltypenalty except as provided in Section 2.04(b); provided that: that (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Share thereofratable portion of such prepayment (based upon such Lender’s Applicable Revolving Credit Percentage). If the Administrative such notice is given by Borrower, Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required 3.05. Each such prepayment of Revolving Credit Loans pursuant to this Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will 2.04 shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Revolving Credit Percentages.

Voluntary Prepayments. (i) The Borrowers may, upon written notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penaltypenalty on any Business Day; provided that: (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Revolving Credit any Portion of Loans that are Eurodollar LIBOR Rate Loans and or CP Rate Loans denominated in Dollars, (2B) four (4) Business Days prior to any date of prepayment of any Portion of Loans that are CDOR Rate Loans, LIBOR Rate Loans or CP Rate Loans denominated in an Alternative Currency, (C) one (1) Business Day prior to any date of prepayment of Revolving Credit any Portion of Loans that are Base Reference Rate Loans and (D) two (2) Business Days prior to any date of prepayment of any Portion of Loans that are CP Rate Loans other than on the maturity date of the related Commercial Paper (or other financing source) funding such Portion of Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof (or the Dollar Equivalent thereof, ) or, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaidprepayment. The Administrative Agent will promptly notify each Lender Managing Agent of its receipt of each such notice notice, and of the amount of its Lender Group’s Lender Group Percentage of such Lender’s Percentage Share thereofprepayment. If the Administrative Borrower gives such notice, then written notice is given by the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)4. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders Obligations held by each Lender Group in accordance with their its respective Percentage SharesLender Group Percentage.

Voluntary Prepayments. (i) The Borrowers may, upon notice to Administrative Agent, from the Administrative Any Borrower on behalf of the Borrowers, at any time or may from time to time voluntarily prepay Revolving Credit any Loans in whole or in part part, without premium or penalty; provided that: (A) such notice must be received by that the Company shall give the Administrative Agent (which shall promptly advise each Lender) a Notice of Loan Prepayment not later than 11:00 a.m. (1a) on the date of such prepayment (which shall be a Business Day) in the case of Base Rate Loans, (b) on the date of such prepayment (which shall be a Business Day) in the case of Canadian Prime Rate Loans, (c) (c) on the date of such prepayment (which shall be a Business Day) in the case of Daily Floating LIBOR Loans, (d) three Business Days prior to any date of prepayment of Revolving Credit Eurocurrency Loans that are Eurodollar Rate Loans denominated in Dollars and (2e) one four Business Day Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Revolving Credit Eurocurrency Loans that are Base Rate Loans; denominated in Alternative Currencies, in each case specifying the Type(s) of Loans to be prepaid and (B) any the date and amount of prepayment. Each partial prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount minimum Dollar Equivalent Amount of $500,000 or a whole higher integral multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and units of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified thereinApplicable Currency. Any prepayment of a Revolving Credit Eurocurrency Loan that is on a Eurodollar Rate Loan will day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be accompanied subject to Section 8.4. Swing Line Loans may be prepaid in accordance with Section 2.4.3. Unless otherwise directed by any additional amounts required the Company, each prepayment of the outstanding Term Loans pursuant to this Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will 6.4.1 shall be applied to the Revolving Credit Loans principal repayment installments thereof in direct order of maturity, including, without limitation, the Lenders final principal repayment installment on the Term Loan Maturity Date. Notwithstanding the foregoing, a Notice of Prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of other debt or equity issuances, in accordance with their respective Percentage Shareswhich case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (i) The Borrowers Any Borrower Party may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (Aa) such notice must be in a form acceptable to Administrative Agent and be received by Administrative Agent not later than 11:00 a.m. 1:00 p.m.: (1i) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base LIBOR Rate Loans; and (Bii) on the date of prepayment of Base Rate Loans; (b) any prepayment of Revolving Credit Loans that are Eurodollar LIBOR Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof, or that are ; and (c) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If the Administrative such notice is given by a Borrower gives Party, such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will Borrower Party shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar LIBOR Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)4.05. Subject to Section 3.072.17, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders Obligations held by each Lender in accordance with their its respective Percentage SharesApplicable Percentage.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to Administrative Agent, from the Agent pursuant to delivery to Administrative Borrower on behalf Agent of the Borrowersa Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (Aa) such notice must be received by Administrative Agent not later than 11:00 a.m. a.m.: (1i) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Term Rate Loans; and (Bii) on the date of prepayment of Reference Rate Loans; (b) any prepayment of Revolving Credit Loans that are Eurodollar Term Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof, or that are Base ; and (c) any prepayment of Reference Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If the Administrative such notice is given by Borrower, Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Term Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)4.05. Subject to Section 3.072.15, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders Obligations held by each Lender in accordance with their its respective Percentage SharesApplicable Percentage.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans any Term Loan in whole or in part without premium or penalty; provided that: that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any on the date of prepayment of Revolving Credit Base Rate Loans that are Base and LIBOR Daily Floating Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, or that are Base if less, the entire principal amount thereof then outstanding); (C) any such prepayment of LIBOR Daily Floating Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Revolving Credit Term Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.15, each such prepayment will shall be applied to the Revolving Credit applicable Term Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Borrowers may, upon notice Borrower shall have the right voluntarily to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part from time to time, without premium or penalty, subject to clause (ii) of this Section 2.09(a) and to Section 3.05; provided that: provided, however, that (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of each partial prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a minimum principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount the case of Dollar denominated Eurodollar Loans, $500,000 or a whole multiple of $100,000 in excess thereof, orin the case of Base Rate Loans, if less€1,000,000 or whole multiples of €500,000 in the case of Foreign Currency Loans and (ii) the Borrower shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, in the case of any Revolving Loan which is a Base Rate Loan or any Swing Line Loan, by 1:00 p.m. (or 1:30 P.M. (New York time) in the case of Dollar denominated Swing Line Loans and 10:00 A.M. (London time) in the case of Foreign Currency Swing Line Loans), on the date of prepayment and, in the case of any other Loan, by 1:00 p.m., at least three Business Days prior to the date of prepayment. Each notice of prepayment shall specify the prepayment date, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid, whether the Loan to be prepaid is a Revolving Loan (and which Class), Term Loan (and which Class), or Swing Line Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the Interest Period of such Loan. Administrative Agent will promptly notify each Lender Each notice of its receipt of each prepayment shall be irrevocable and shall commit the Borrower to prepay such notice and of Loan by the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable stated therein on the date specified stated therein. Any prepayment Subject to the foregoing amounts, prepaid under this Section 2.09(a) shall be applied as the Borrower may elect; provided that if the Borrower fails to specify the application of a voluntary prepayment, then (x) in the case of a prepayment in Dollars, such prepayment shall be applied first to Revolving Credit Loan that is Base Rate Loans, then on a pro rata basis to Dollar denominated Eurodollar Revolving Loans and Foreign Currency Revolving Loans, then to Dollar denominated Swing Line Loans, then to Foreign Currency Swing Line Loans and then to the Term Loans pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (in each case ratably to the remaining Principal Amortization Payments thereof), in each case first to Base Rate Loan will Loans and then to Eurodollar Loans in direct order of Interest Period and (y) in the case of a prepayment in Euro, such prepayment shall be applied first to Foreign Currency Revolving Loans and then to Foreign Currency Swing Line Loans. All prepayments of Eurodollar Loans under this Section 2.09(a) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. At the Borrower’s election in connection with any additional amounts required prepayment pursuant to this Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.072.09, each such prepayment will shall not be applied to the Revolving Credit Loans any Loan of the Lenders in accordance with their respective Percentage Sharesa Defaulting Lender.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar EurodollarSOFR Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar EurodollarSOFR Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar EurodollarSOFR Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.16, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Voluntary Prepayments. (i) The Borrowers may, upon notice to Administrative Agent, from Borrower may prepay the Administrative Borrower on behalf outstanding principal amount of the Borrowers, Loans at any time or and from time to time voluntarily prepay Revolving Credit Loans time, in whole or in part without premium or penalty; provided that: (A) such notice must be received by Administrative Agent not later than 11:00 a.m. (1) three Business Days prior part, together with accrued interest to any the date of such prepayment of Revolving Credit Loans on the principal amount prepaid; provided, however, that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) if any prepayment of Revolving Credit Loans that are any Eurodollar Rate Loans will Loan is made by the Borrower other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any amount owing pursuant to Section 2.17(d); and, provided further that each partial prepayment shall be in a principal an aggregate amount not less than $1,000,000 or integral multiples of $2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof. Each such partial prepayment shall be applied ratably to the Term Loans and each series of New Term Loans, or that are Base Rate Loans will be in a principal amount to the installments of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire outstanding principal amount thereof then outstandingin such order of application as selected by the Borrower, and within each such tranche, ratably to the Lenders in respect thereof. Each Any such prepayment shall be made upon at least three Business Days’ prior notice will specify to the Administrative Agent (or such shorter period as the Administrative Agent may agree) given to Administrative Agent by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify transmit such telephonic or original notice by posting to the Platform or by telefacsimile or telephone to each Lender Lender). Upon the giving of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives any such notice, then the Borrowers’ prepayment obligation will be irrevocable, and principal amount of the Borrowers will make such prepayment and the payment amount Loans specified in such notice will be shall become due and payable on the prepayment date specified therein. Any ; provided, however, that any such prepayment may, subject to the Borrower’s payment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required to be paid in connection therewith pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c2.17(d) and any foreign exchange losses). Subject to Section 3.07as a result of such Loan not being prepaid on the date specified in such notice, each such prepayment will be applied to conditioned on the Revolving Credit Loans receipt of the Lenders in accordance with their respective Percentage Sharesproceeds of new Indebtedness.

Voluntary Prepayments. (iSubject to the payment of any Make-Whole Amount and/or Prepayment Premium as required under Section 2.07(d) The Borrowers and any other fees or amounts payable hereunder at such time, the Issuer may, upon notice to Administrative Agentthe Purchasers, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans the Initial Notes and/or any Delayed Draw Notes, in each case, in whole or in part without premium or penaltypart; provided provided, that: (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. (1Eastern time) three (3) Business Days prior to any the date of prepayment; (ii) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and must be applied (2A) one Business Day prior first, to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and the Initial Notes, (B) then, to the First Delayed Draw Notes (if any), (C) [reserved,] and (D) then, to the Third Delayed Draw Notes (if any), in that order, and (iii) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 20,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and (which, for purposes of clarity, shall be applied to the Type(sNotes in the order described in clause (ii) of Revolving Credit Loans to be prepaidabove). Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will The Issuer shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that if such a notice expressly states that it is conditioned upon the effectiveness of other credit facilities or the closing of a specified transaction, such notice may be revoked by the Issuer (by written notice to the Purchasers on or prior to the specified effective date) only if such condition is not satisfied. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will pursuant to this Section 2.07(a) shall be accompanied by (x) all accrued interest on the principal amount of the Notes prepaid, (y) any additional Make-Whole Amount and/or Prepayment Premium required under Section 2.07(d), if and to the extent applicable, in respect of the Notes prepaid and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (1) first, to all costs, expenses, indemnities and other amounts due and payable hereunder, (2) then, to payment of default interest, if any, (3) then, to payment of any Prepayment Premium required by Section 2.07(d), if and to the extent applicable, (4) then, to payment of any Make-Whole Amount required by Section 2.07(d), if and to the extent applicable, (5) then to payment of accrued interest, and (6) thereafter, to the payment of principal (which may be applied to reduce the quarterly payments of principal on the Notes being repaid pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses2.08, in such order as Issuer may direct). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein, or the Borrower shall compensate the Lenders to the extent required by the terms of Section 3.05. Any Each such optional prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by any additional amounts required pursuant applied as among the Term Loans (and to Section 3.05 (including amounts required pursuant to Section 3.05(cthe installments thereof, if any) and any foreign exchange losses). Subject to Section 3.07, the Committed Loans at the direction of the Borrower (but applied ratably within each such prepayment will be applied to chosen Tranche in accordance with the Revolving Credit Loans respective Applicable Percentages of the Lenders in accordance with their respective Percentage Sharesof that Tranche).

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in the case of Base Rate Loans resulting from a Borrowing under Section 2.03(c), such lesser amount as will reduce the aggregate amount of outstanding Base Rate Loans to a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof) or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Pro Rata Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Pro Rata Shares.

Voluntary Prepayments. (i) The Borrowers may, upon notice to Administrative Agent, from Borrower shall have the Administrative Borrower on behalf of the Borrowers, right at any time or and from time to time voluntarily to prepay Revolving Credit Loans any Borrowing, in whole or in part part, without premium or penalty; provided that: , by giving irrevocable written notice (Aor telephonic notice promptly confirmed in writing) such notice must be received by to the Administrative Agent not no later than 11:00 a.m. (1i) in the case of prepayment of any Eurodollar Borrowing, 12:00 noon not less than three (3) Business Days prior to any date such prepayment and (ii) in the case of any prepayment of Revolving Credit Loans that are Eurodollar any Base Rate Loans and (2) Borrowing, not less than one Business Day prior to any the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice will shall be irrevocable and shall specify the proposed date and of such prepayment, the principal amount of such prepayment each Borrowing or portion thereof to be prepaid and the Type(s) Interest Period with respect thereto, in the case of Revolving Credit Loans to be prepaidany Eurodollar Borrowings. Upon receipt of any such notice, the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice the contents thereof and of the amount of such Lender’s Percentage Pro Rata Share thereofof any such prepayment. If such notice is given, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment aggregate amount specified in such notice will shall be due and payable on the date specified thereindesignated in such notice, together with accrued interest to such date on the amount so prepaid; provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.17. Any Each partial prepayment of a any Revolving Credit Loan that is a Eurodollar Loan shall be in a minimum amount of $1,000,000 and in integral multiples of $500,000, and each partial prepayment of any Revolving Loan that is a Base Rate Loan will shall be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) in a minimum amount of $200,000 and any foreign exchange losses)in integral multiples of $100,000. Subject to Section 3.072.23, each such prepayment will of a Borrowing shall be applied ratably to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Sharescomprising such Borrowing.

Voluntary Prepayments. (i) The Borrowers may, upon notice Borrower shall have the right to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penaltyfrom time to time; provided that: provided, however, that (Ai) such notice a Notice of Prepayment must be received by the Administrative Agent not later than 11:00 9:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Committed Loans and (ii) each partial prepayment of (A) Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or, the then remaining principal balance of the Committed Loans; , if less) and (B) any prepayment of Revolving Credit Loans that are Eurodollar Base Rate Loans will shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a minimum principal amount of $500,000 or and integral multiples of $100,000 in excess thereof (or, the then remaining principal balance of the Committed Loans, if less) or, in the case of Swing Line Loans, in a whole multiple minimum principal amount of $500,000 and multiples of $100,000 in excess thereof. Subject to the foregoing terms, oramounts prepaid under this Section 2.05(a) shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment in the Notice of Prepayment, if less, the entire principal amount thereof such voluntary prepayment shall be applied first to Swing Line Loans and then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocableCommitted Loans, and the Borrowers will make such prepayment with respect to Committed Loans first to Base Rate Loans and the payment amount specified then to Eurodollar Loans in such notice will direct order of Interest Period maturities. All prepayments under this Section 2.05(a) shall be due subject to Section 3.05, but otherwise without premium or penalty and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to interest on the Revolving Credit Loans principal amount prepaid through the date of the Lenders in accordance with their respective Percentage Sharesprepayment.

Voluntary Prepayments. (iSubject to the payment of any prepayment or repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The Borrowers and any other fees or amounts payable hereunder at such time, the Borrower may, upon written notice from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans the Loans, in whole or in part without premium or penaltypart; provided provided, that: , (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any the date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaidprepayment. Administrative Agent will promptly notify each Lender of its receipt of each If such notice and of is given by the amount of such Lender’s Percentage Share thereof. If Borrower, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will pursuant to this Section 2.03(a) shall be accompanied by any additional amounts (x) all accrued interest on the principal amount of the Loans prepaid, (y) the prepayment or repayment premium required pursuant to under Section 3.05 (including amounts required pursuant to Section 3.05(c2.03(d) and any foreign exchange losses)the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.15, each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages. [Reserved].If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or promptly within three (3) Business Days Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Aa) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1i) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans Loans, and (2ii) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bb) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of no less than $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof or, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage Share thereofin respect of the relevant Tranche). If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that, subject to Section 3.05, such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied and, in the case of such revocation, such Borrower shall not be required to make such prepayment and such prepayment amount shall cease to be due and payable. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required 3.05. Each prepayment shall be applied to Three Year Tranche Loans and/or Five Year Tranche Loans as the Borrower shall direct. Each prepayment of any Five Year Tranche Loans shall be applied to reduce the subsequent scheduled repayments of the Five Year Tranche Loans to be made pursuant to Section 3.05(c2.08(b) and any foreign exchange losses). Subject to Section 3.07in the manner directed by the Borrower or, each in the absence of such prepayment will be applied to the Revolving Credit Loans direction, in direct order of the Lenders in accordance with their respective Percentage Sharesmaturity.

Voluntary Prepayments. (i) The Borrowers Borrower or any Qualified Borrower may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or and from time to time voluntarily time, prepay Revolving Credit the Loans in whole part or in part without premium their entirety, subject to the following limitations. The Borrower or penalty; provided that: (A) such notice must be received by Administrative Agent not later than 11:00 a.m. the applicable Qualified Borrower shall give at least one (1) three Business Days Day’s prior to any date written notice, in the case of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; , and at least three (B3) Business Days’ prior written notice, in the case of Eurodollar Rate Loans, to the Administrative Agent (which the Administrative Agent shall promptly transmit to each Lender) of any prepayment in the entirety to be made prior to the occurrence of Revolving Credit Loans that are Eurodollar Rate Loans will an Event of Default, which notice of prepayment shall specify the date (which shall be in a Business Day) of prepayment. When notice of prepayment is delivered as provided herein, the outstanding principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate the Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, on the entire principal amount thereof then outstanding. Each such notice will specify the prepayment date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such the notice will be shall become due and payable on the date specified thereinsuch prepayment date. Any Each voluntary partial prepayment of the Loans shall be in a Revolving Credit Loan that is a minimum amount of $1,000,000 (or the remaining balance of the applicable Loans, if less), except in the case of Swingline Loans, which shall be in the minimum amount of $100,000. Eurodollar Rate Loan will Loans may be accompanied prepaid in part or in their entirety only upon payment of the amounts described in Section 5.2(f).< Unless otherwise agreed by the Borrower and the Requisite Lenders after the Amendment Effective Date, any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such voluntary partial prepayment will of the Loans shall be applied to the Revolving Credit Loans prepayment of the Lenders in accordance loans (and the cash collateralization of Letter of Credit Obligations) under the Credit Facilities on a pro rata basis pursuant to the Intercreditor Agreement, first to the Unsecured Portion of the Credit Facilities until fully repaid (or, with their respective Percentage Sharesrespect to Letter of Credit Obligations, fully cash collateralized) and then to the Secured Portion of the Credit Facilities.>

Voluntary Prepayments. (ia) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date (which shall be a Business Day) and amount of such prepayment and prepayment, the Type(s) of Revolving Credit Loans to be prepaid. prepaid and shall be substantially in the form of Exhibit H. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s 's ratable portion (based on such Lender's Applicable Percentage Share thereofin respect of the Revolving Credit Facility). If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest to the date of prepayment on the amount prepaid, and, in the case of Eurodollar Rate Loans, any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares3.05.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Committed Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Committed Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Pro Rata Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Committed Loans of the Lenders in accordance with their respective Percentage Pro Rata Shares.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans the Term Loan in whole or in part without premium or penalty; provided that: that (A) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (1i) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans and (2ii) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereofthereof (or, or that are if less, the entire principal amount thereof then outstanding) and (C) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage 's Pro Rata Share thereofof each prepayment. If 080110-0710/PDXDOCS:2018944.5 such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Eurocurrency Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Pro Rata Shares.

Voluntary Prepayments. (ia) The Borrowers may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, may at any time or and from time to time voluntarily prepay Revolving Credit Loans the Term Loan, in whole or in part part, in each case, without premium or penalty; provided that: (A) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. Noon (1New York City time) three Business Days prior to any thereto, in the case of a LIBOR Loan, and no later than Noon (New York City time) on the date of prepayment such payment, in the case of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are a Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereofLoan, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such which notice will shall specify the date and amount of prepayment, identify whether the prepayment is of a LIBOR Loan or a Base Rate Loan; provided, that if a LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.11; provided further that a notice of voluntary prepayment and may state that such notice is conditional upon the Type(s) effectiveness of Revolving Credit Loans other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other NYDOCS02/1076196.5 28 identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to be prepaid. the Administrative Agent will on or prior to the specified date of prepayment) if such condition is not satisfied; provided, that, upon any such revocation, the Borrower shall compensate each Lender for actual losses, reasonable and documented out of pocket expenses and liabilities to the extent required by Section 2.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If any such notice is given, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified thereintherein (unless the notice is revoked, as provided above), together with accrued interest to such date on the amount prepaid. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will Prepayments shall be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)accrued interest. Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans Partial prepayments of the Lenders Term Loan shall be in accordance with their respective Percentage Sharesan aggregate principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part part, subject to Section 2.05(i), without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m., New York City time (1or such other later time which is acceptable to the Administrative Agent), (A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans Loans, and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof or, if lessin each case, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage Share thereofin respect of the relevant Facility). If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Revolving Credit Loan that is a Eurodollar Eurocurrency Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required 3.05. Each prepayment of the outstanding Loans pursuant to this Section 3.05(c2.05(a) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will shall be applied to the Revolving Credit Type(s) of Loan(s) in the manner as the Borrower shall direct, and each prepayment of Loans of shall be paid to the Lenders in accordance with their respective Percentage Shares.Applicable Percentages in respect of each of the relevant Facilities; provided, in the event the Borrower fails to specify the Loans to which any such prepayments shall be applied, such prepayments shall be applied, first, to repay outstanding Incremental Revolving Loans (if any) to the full extent thereof (without a corresponding reduction in the Incremental Revolving Commitments with respect thereto) and second, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied to reduce the scheduled remaining installments of principal of the Term Loans in direct order of maturity. NAI-1504047260v2 US-DOCS\110323336.25

Voluntary Prepayments. (i) The Borrowers may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Term Loans in whole or in part without premium or penaltypart, subject to Section 2.03(f); provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m., New York City time (1or such other later time which is acceptable to the Administrative Agent), (A) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans Loans, and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof or, if lessin each case, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Share thereofratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Administrative Borrower gives such noticeDesignated Borrower, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest and fees on the amount prepaid including, with respect to Eurocurrency Rate Loans, any additional amounts required pursuant to Section 3.05 (including amounts required 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 3.05(c2.03(a) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will shall be applied to the Revolving Credit scheduled installment payments thereof as the Designated Borrower shall direct, and each prepayment of Loans of shall be paid to the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Borrowers mayIn addition to the prepayments required by Sections 4.2, upon notice to Administrative Agent4.3, from 4.4 and 4.5, the Administrative Borrower on behalf of the Borrowers, at any time or may from time to time voluntarily prepay Revolving Credit Loans all or any portion of the Loan (in whole or in part a minimum amount of $1,000,000 and an integral multiple of $100,000), without premium or penalty; (except as provided that: (A) such notice must be received by in Section 3.2.4 with respect to early termination of Eurodollar Pricing Options). The Borrower shall give the Administrative Agent not later than 11:00 a.m. at least one Banking Day prior notice in the case of a Revolving Loan or revolving portion of the Supplemental Loan prepayment (1three Banking Days' prior notice if any portion of the Revolving Loan or revolving portion of the Supplemental Loan to be repaid is subject to a Eurodollar Pricing Option) three Business Days and at least five Banking Days' prior to any notice in the case of a Term Loan or term portion of the Supplemental Loan prepayment, specifying the date of payment, the total principal amount of the Revolving Loan, Term Loan or Supplemental Loan to be paid on such date and the amount of interest to be paid with such prepayment (and any amounts due with respect to early termination of Eurodollar Pricing Options under Section 3.2.4). Any prepayment of the Revolving Loan or revolving portion of the Supplemental Loan made pursuant to this Section 4.6 may, at the Borrower's option as indicated in the notice delivered pursuant to the preceding sentence, permanently reduce the Maximum Amount of Revolving Credit Loans that are Eurodollar Rate Loans and or Maximum Amount of Relevant Supplemental Revolving Credit, as the case may be. The effectiveness of such notice may, at the Borrower's option, be conditioned on the 41 41 closing of a credit facility the proceeds of which will be used to prepay the Loan, or the effectiveness of Investments or acquisitions permitted by Section 7.9 or mergers, consolidations or dispositions of assets permitted by Section 7.11, in which case such notice may be revoked by the Borrower (2by notice delivered in accordance with this Section 4.6) one Business Day prior if such condition is not satisfied without any liability to any the Lenders. If such condition is satisfied, such notice shall be deemed to have been effective as of the date of prepayment the giving of Revolving Credit Loans that are Base Rate Loans; and (such notice. All prepayments of Term Loan B) any prepayment , Term Loan C or the term portions of Revolving Credit Loans that are Eurodollar Rate Loans will the Supplemental Loan under this Section 4.6 shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, applied to the entire principal amount thereof then outstandingprepayments required under Section 4.2 pro rata over the remaining payments. Each such notice will specify With respect to the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied allocated to the Revolving Credit Loans of the Lenders Term Loan in accordance with their respective Percentage Shares.the previous sentence, the Borrower may allocate the first $80,000,000 of such prepayment either pro rata in proportion to the relative size of Term Loan B and Term Loan C or disproportionately to Term Loan C, as the Borrower may elect. To the extent of aggregate prepayments over $80,000,000, such excess amounts shall be allocated pro rata in proportion to the relative size of Term Loan B and Term Loan C.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans in whole or in part without premium or penaltypenalty (but subject to Section 2.04(c) and Section 3.05(a)); provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Committed Loans and (2B) one Business Day prior to any on 36 the date of prepayment of Revolving Credit Loans that are Base Rate Committed Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Committed Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Committed Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 50,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein, provided that any such notice may be contingent upon the consummation of a refinancing, acquisition, merger or disposition transaction and if such refinancing, acquisition, merger or disposition is not consummated on the date of repayment specified in such notice, such notice may be rescinded, or the date of repayment specified therein may be extended, upon further notice from the Borrower to the Administrative Agent. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Committed Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.072.14, each such prepayment will shall be applied to the Revolving Credit Committed Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (ia) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part and, except as set forth in clause (iv) below, such prepayments shall be without premium or penaltypenalty (but subject to Section 3.05); provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstandingoutstanding and (iv) any prepayment of Term Loans shall be accompanied by a premium of (A) 2% of the principal amount thereof if such optional prepayment is made in the first 12 months after the Closing Date and (B) 1% of the principal amount thereof if such optional prepayment is made in the second 12 months after the Closing Date. Each such notice will shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and whether the Loans to be prepaid are Revolving Credit Loans to be prepaidor Term Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Pro Rata Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is shall be accompanied by all accrued interest thereon, together with, in the case of a Eurodollar Rate Loan will be accompanied by Loan, any additional amounts required pursuant to Section 3.05 (including amounts required 3.05. Each prepayment of the outstanding Term Loans pursuant to Section 3.05(cthis subsection (a) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will shall be applied to the Revolving Credit principal repayment installments thereof on a pro-rata basis, and each prepayment shall be applied to the Loans of the Appropriate Lenders in accordance with their respective Percentage Pro Rata Shares.

Voluntary Prepayments. (i) The Borrowers Each Borrower may, upon notice at its option, prepay the Loans made to Administrative Agentsuch Borrower without premium or penalty, from (x) in the Administrative Borrower on behalf case of the BorrowersRevolving Loans and Swing Line Loans, in full at any time or in part from time to time voluntarily prepay Revolving Credit time, and (y) in the case of Bid Loans and Individual Currency Loans, in whole or full at any time, in part without premium or penalty; provided that: (A) such notice must be received each case by notifying the Administrative Agent not later than 11:00 a.m. (1) in writing at least three Business Days prior to any the proposed prepayment date, identifying the Loans to be prepaid as Revolving Loans, Swing Line Loans, Bid Loans or Individual Currency Loans and specifying whether the Loans to be prepaid consist of ABR Advances, Core Currency Advances or Swing Line Negotiated Rate Advances, or a combination thereof, the amount to be prepaid and the date of prepayment. Such notice shall be irrevocable and the amount specified in such notice shall be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof in the case of Revolving Loans, the Swing Line Lender in the case of Swing Line Loans and the applicable Lender or Lenders in the case of Bid Loans and Individual Currency Loans. Each partial prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior ABR Advances pursuant to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will this subsection shall be in a an aggregate principal amount of $2,000,000 100,000 or such amount plus a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 50,000 in excess thereof, or, if less, the entire outstanding principal amount thereof then outstandingbalance of the ABR Advances. Each such notice will specify After giving effect to any partial prepayment with respect to Core Currency Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal amount of such prepayment and Core Currency Advances shall equal (subject to Section 3.2) $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Type(s) Alternate Currency Equivalent of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender approximately $500,000 or such amount plus a whole multiple of its receipt approximately $100,000 in excess thereof in the case of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any a prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange lossesCore Currency Advances in an Alternate Currency). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part part, subject to Section 2.05(i), without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m., New York City time (1or such other later time which is acceptable to the Administrative Agent), (A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans Loans, and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof or, if lessin each case, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage Share thereofin respect of the relevant Facility). If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Revolving Credit Loan that is a Eurodollar Eurocurrency Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required 3.05. Each prepayment of the outstanding Loans pursuant to this Section 3.05(c2.05(a) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will shall be applied to the Revolving Credit Type(s) of Loan(s) in the manner as the Borrower shall direct, and each prepayment of Loans of shall be paid to the Lenders in accordance with their respective Percentage SharesApplicable Percentages in respect of each of the relevant Facilities; provided, in the event the Borrower fails to specify the Loans to which any such prepayments shall be applied, such prepayments shall be applied, first, to repay outstanding Incremental Revolving Loans (if any) to the full extent thereof (without a corresponding reduction in the Incremental Revolving Commitments with respect NAI-1504047260v2 US-DOCS\110323336.25 thereto) and second, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied to reduce the scheduled remaining installments of principal of the Term Loans in direct order of maturity.

Voluntary Prepayments. (i) The Subject to the Reference Subordination Agreement, the Borrowers may, upon notice to Administrative Agent, from shall have the Administrative Borrower on behalf of the Borrowersrightmay, at any time or time, and from time to time voluntarily time, to deliver aby 5:00 p.m. (New York City time) upon at least ten (10) Business Days’ prior written notice to the Administrative Agent containing an offer by the Borrowers to, prepay Revolving Credit Loans the Loansprincipal of the Loans, in whole or in part on a Business Day set forth in such notice (such date, a “Voluntary Prepayment Date”) which is not earlier than ten days following the date on which such notice is actually received by the Administrative Agent (such date, a “Voluntary Prepayment Notice Date”), and the Lenders shall have the right to accept such offer in their sole and absolute discretion; provided that such offer may only be accepted to the extent that, (a) such prepayment is permitted under the Reference Subordination Agreement, and (b) the Borrowers shall have paid in full, without premium or penalty; penalty (other than any premium payable as provided that: in Section 5.2 in the event of a repayment in full the Loans). Each prepayment made pursuant to this Section 6.2.1 shall be accompanied by the payment of (A) such notice must be received by Administrative Agent not later than 11:00 a.m. (1) three Business Days prior accrued interest to any the date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; such payment on the amount prepaid and (B) any the fees set forth under Section 5.2. Any such notice to prepay the Loans; provided, however, that (i) each partial prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a an aggregate principal amount of $2,000,000 at least US$5,000,000 or a integral whole multiple multiples of $US$500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof or, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment the Loans outstanding, and (ii) any notice delivered pursuant to this Section 6.2.1 shall be irrevocable and in case the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each Borrowers deliver such notice and of the amount of such Lender’s Percentage Share thereof. If conditions under clauses (a) and (b) above are satisfied, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be Loans shall become due and payable in full on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage SharesVoluntary Prepayment Date.

Voluntary Prepayments. (i) The Borrowers Each Borrower may, upon notice from the Company to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that: that (A) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans and denominated in Dollars, (2) one four Business Day Days prior to any date of prepayment of Revolving Credit Eurocurrency Rate Loans that are denominated in Alternative Currencies, and (3) on the date of prepayment of Base Rate Committed Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans will denominated in Dollars shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or that are a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Committed Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Applicable Percentage Share thereofof such prepayment. If such notice is given by the Administrative Company, the applicable Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Eurocurrency Rate Loan will shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Committed Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.03(e), the exit fee required under Section 2.06(b) The Borrowers and any other fees or amounts payable hereunder at such time, the Borrower may, upon notice from the Borrower to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans the Term Loan, in whole or in part without premium or penaltypart; provided provided, that: , (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any the date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaidprepayment. Administrative Agent will promptly notify each Lender of its receipt of each If such notice and of is given by the amount of such Lender’s Percentage Share thereof. If Borrower, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided, that, a notice of prepayment delivered by the Borrower under this Section 2.03(a) may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will pursuant to this Section 2.03(a) shall be accompanied by any additional amounts (x) all accrued interest on the principal amount of the Term Loan prepaid, (y) the prepayment premium required pursuant to under Section 3.05 (including amounts required pursuant to Section 3.05(c2.03(e) and any foreign exchange losses)the exit fee required under Section 2.06(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit principal repayment installments of the Term Loan on a pro rata basis. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Percentage SharesApplicable Percentages.

Voluntary Prepayments. (i) The Borrowers A Borrower may, upon notice at its option, prepay its Loans without premium or penalty (but subject to Administrative AgentSection 3.5), from the Administrative Borrower on behalf of the Borrowers, in full at any time or in part from time to time voluntarily prepay Revolving Credit by notifying the Agent in writing at least one Business Day prior to the proposed prepayment date, in the case of Loans in whole or in part without premium or penalty; provided that: (A) such notice must be received by Administrative Agent not later than 11:00 a.m. (1) consisting of ABR Advances and at least three Business Days prior to any the proposed prepayment date, in the case of Loans consisting of Eurodollar Advances, specifying whether the Loans to be prepaid consist of ABR Advances, Eurodollar Advances, or a combination thereof, the Loan to be prepaid, the amount to be prepaid and the date of prepayment. Each such notice shall be irrevocable and the amount specified in each such notice shall be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Agent shall promptly notify each Lender thereof. Each partial prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior pursuant to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will this subsection shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a an aggregate principal amount of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof, or, if less, the entire outstanding principal amount thereof then outstanding. Each such notice will specify the date and amount balance of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans or Term Loans, as the case may be. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) to such Borrower on the Lenders same date and which had the same Interest Period, the outstanding principal balance of such Eurodollar Advances shall exceed (subject to Section 3.3) $500,000 or such amount plus a whole multiple of $100,000 in accordance with their respective Percentage Sharesexcess thereof.

Voluntary Prepayments. (iSubject to the payment of any repayment premium as required under Section 2.03(e), the exit fee required under Section 2.07(b) The Borrowers and any other fees or amounts payable hereunder at such time, the Issuer may, upon written notice from the Issuer to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans the Notes, in whole or in part without premium or penaltypart; provided provided, that: , (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any the date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaidprepayment. Administrative Agent will promptly notify each Lender of its receipt of each If such notice and of is given by the amount of such Lender’s Percentage Share thereof. If Issuer, the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will Issuer shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will pursuant to this Section 2.03(a) shall be accompanied by any additional amounts (x) all accrued interest on the principal amount of the Notes prepaid, (y) the repayment premium required pursuant to under Section 3.05 (including amounts required pursuant to Section 3.05(c2.03(e) and any foreign exchange losses)the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Subject to Section 3.07, each Each such prepayment will shall be applied first, to outstanding Third Tranche Notes (if any), second, to outstanding Second Tranche Notes and third, to outstanding First Tranche Notes. Each such prepayment shall be applied to the Revolving Credit Loans Notes of the Lenders Purchasers in accordance with their respective Percentage SharesApplicable Percentages in respect of each of the relevant Tranches.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m., central time, (1A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar LIBO Rate Loans Loans, and (2B) one Business Day prior to any on the date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bii) any prepayment of Revolving Credit Loans that are Eurodollar LIBO Rate Loans will shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, or that are ; and (iii) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar LIBO Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.5. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares, provided that at the Borrower’s election in connection with any prepayment pursuant to this Section 2.4.1, such prepayment shall not be applied to any Loans of a Defaulting Lender.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon written notice delivered to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (A) such notice must be received by Administrative Agent not later than 11:00 a.m. A.M. (1New York City time) three on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days prior (or such shorter or no notice as may be satisfactory to any the Administrative Agent)) before the date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will be in a stating the aggregate principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender , prepay the outstanding principal amounts of its receipt such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice and of the amount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will provided pursuant to this Section 4.6 shall be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will shall be due and payable on the prepayment date specified thereindescribed in such notice, together with accrued and unpaid interest on the amount prepaid. Any Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of a Revolving Credit Loan that is a Eurodollar any Tranche of LIBOR Rate Loan will Loans may be accompanied by any additional amounts required pursuant to made if, after giving effect thereto, Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)2.3 would be contravened. Subject to Section 3.07, each such prepayment will be applied Partial prepayments with respect to the Revolving Credit ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the Lenders in accordance with their respective Percentage Sharesaggregate principal amount of ABR Loans then outstanding, as the case may be.

Voluntary Prepayments. (ia) The Borrowers Subject to the last sentence of this paragraph, the Borrower may, upon notice to the Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: that (Aa) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1i) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans denominated in Dollars, (ii) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Foreign Currencies, and (2iii) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (Bb) any prepayment of Revolving Credit Loans that are Eurodollar Eurocurrency Rate Loans will (whether denominated in Dollars or a Foreign Currency) shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof, or that are ; and (c) any prepayment of Base Rate Loans will shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date and amount of such prepayment and prepayment, the Type(s) of Revolving Credit Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans and the manner in which the prepayment should be applied by the Administrative Agent (it being understood that prepayments pursuant to this Section 2.05(a) may be applied as directed by the Borrower; provided however that the Borrower may not specify that any Lender receives more or less than its Pro Rata Share of any such prepayment). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Pro Rata Share thereofof such prepayment. If such notice is given by the Administrative Borrower, the Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest thereon, together with, in the case of a Eurocurrency Rate Loan, any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses)3.05. Subject to Section 3.07, each Each such prepayment will shall be applied to the Revolving Credit Loans of the Appropriate Lenders in accordance with their respective Percentage Pro Rata Shares. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loans in whole or in part pursuant to this Section 2.05(a) during the period from the Closing Date through the date ten Business Days thereafter.

Voluntary Prepayments. (i) The Borrowers Borrower may, upon notice to Administrative Agent, from the Administrative Borrower on behalf of the Borrowers, at any time or from time to time time, voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that: (Ai) such notice must be received by Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate LIBOR Loans; and (B) on the date of prepayment of Prime Rate Loans; (ii) any prepayment of Revolving Credit LIBOR Loans that are Eurodollar Rate Loans will shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Prime Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice will shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice notice, and of the amount of such Lender’s Percentage Pro Rata Share thereofof such prepayment. If the Administrative such notice is given by Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will Borrower shall make such prepayment and the payment amount specified in such notice will shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Maximum Commitment as contemplated by Section 2.10, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.10. Any prepayment of a Revolving Credit LIBOR Loan that is a Eurodollar Rate Loan will shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares2.19.