Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class in such order as the Borrower may determine orand may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, if the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not so specified on specify the order in which to apply prepayments to reduce Repayment Amounts or prior as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepaymentand Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have may at any time on at least three (3) days’ prior notice to Agent and Lenders voluntarily prepay all of the right to prepay Term Loans and Revolving Credit LoansLoan. In addition, in each case, without premium or penalty (but subject to Section 2.20the following sentence, Borrower may at any time on at least three (3) days’ prior written notice to Agent and Lenders voluntarily prepay part of the Term Loan; provided that any such partial prepayment shall be in a minimum amount of $500,000 and integral multiples of $250,000 in excess of such amount. Notwithstanding the preceding sentence, if Borrower has given notice of a voluntary partial prepayment of the Term Loan (such notice, a “Voluntary Partial Prepayment Notice”), in whole or in part from time any Term Lender holding a portion of the Term Loan may elect, by notice to time on Agent prior to the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent prepayment date, to make such prepayment, decline the amount of such voluntary partial prepayment and of the Term Loan to the extent it would be applied to prepay the portion of the Term Loan held by such declining Term Lender assuming none of the Term Lenders declined such prepayment (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madeaggregate amount, which notice shall be given if any, so declined by the Borrower no later than declining Term Lenders in respect of a Voluntary Partial Prepayment Notice, the “Declined Voluntary Prepayment Amount”), in which case (i) in respect of a Voluntary Partial Prepayment Notice Borrower may only prepay the Term Loan, and shall prepay the Term Loan, in each case in an amount equal to the amount of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or the voluntary partial prepayment specified in such Voluntary Partial Prepayment Notice less the Declined Voluntary Prepayment Amount in respect thereof and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans amount prepaid shall be in a multiple applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of $100,000 and in an aggregate principal amount of each Term Lender that did not decline such prepayment. In addition, Borrower may at any time on at least $1,000,00010 days’ prior written notice to Agent terminate the Revolving Loan Commitment; provided that no partial prepayment of LIBOR Term upon such termination, all Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable on the date specified therein; provided that the Borrower may rescind in full. Any such voluntary prepayment and any such notice if such prepayment would have resulted from a refinancing of all termination of the then outstanding Loans, which refinancing shall not Revolving Loan Commitment must be consummated or shall otherwise be delayed. Each prepayment in respect accompanied by the payment of Term Loans pursuant to this the Fee required by Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or1.9(c), if not so specified on or prior to any, plus the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms payment of any Other Term Loans entitled to LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such prepayment. At termination of the Revolving Loan Commitment, Borrower’s election in connection with any prepayment pursuant right to this Section 5.1, such prepayment shall not be applied to any Term Loan or request Revolving Credit Loan of a Defaulting LenderAdvances shall simultaneously be terminated.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to other than as provided in Section 2.204.01(c)), in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Lead Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Term Loans, whether such prepaymentTerm Loans are Initial Term Loans or Incremental Term Loans of a given Tranche, the amount of such prepayment and (the Term Loans to be prepaid, the Types of Term Loans to be repaid, and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Lead Borrower no later than (ix) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Lead Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by the Lead Borrower in the applicable notice of prepayment delivered pursuant to Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or prior to the time of specified effective date) if such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall condition is not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendersatisfied.

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the such Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (x) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000250,000 (or the U.S. Dollar Equivalent thereof in the case of Euro Denominated Loans or Foreign Currency Denominated Loans or, in each case, such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the applicable Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Revolving Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinRevolving Loans; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Any such notice of prepayment delivered in connection with a refinancing of all or part of this Agreement or any other transaction may be, if so expressly stated to be, conditional upon the consummation of such refinancing or other transaction and may be revoked by the Borrowers in the event such refinancing or other transaction is not consummated.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Revolving Credit Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Swingline Loans in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Swingline Loans that are ABR Loansor Protective Advances, 10:00 a.m. on the same day as(New York time) on, the date of such prepayment and and, in the case of a prepayment of Revolving Credit Loans or Swingline Loans shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans or Protective Advances shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans$2,000,000; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify Notwithstanding the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerforegoing, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated permitted to prepay any Revolving Credit Loans or shall otherwise be delayed. Each prepayment Swingline Loans under this Agreement, in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans whole or in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orpart, if not so specified on or prior to the time of at such voluntary prepaymenttime, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderProtective Advances are outstanding.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Term Loans, Acquisition Term Loans, Swingline Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Loans incurred by it in whole or in part from time to time time, without premium or penalty (except for breakage costs, if any) on the following terms and conditions: (ai) the Applicable Borrower shall give the Administrative Agent at the Administrative Agent’s 's Office (with respect to U.K. Swingline Loans, notice shall also be given to the U.K. Swingline Bank) written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (in the case Types of LIBOR Loans) Loans and the specific Borrowing(s) pursuant Borrowing or Borrowings which are to which madebe prepaid, which notice shall be given by the Applicable Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to the date of such prepayment (or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day asa Swingline Loan, the date of such prepayment prepayment) and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing (other than Borrowings of Term Loans or Revolving Credit Loans Swingline Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of the Borrowing Amount or at least $1,000,000100,000 and integral multiples of $100,000 in excess of that amount (or the Dollar Equivalent); provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or Portion thereof) shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount or Borrowing Amount, as the case may be; provided, further, that the minimum prepayment amount for LIBOR Term a Swingline Loan shall be an amount as agreed between the Applicable Borrower and the applicable Swingline Bank; (iii) Reserve Adjusted Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 3.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of unless any breakage costs set forth in Section 2.12. Each 1.10(f) accompany such notice shall specify the date prepayment; and amount of such prepayment and the Class(es(iv) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of any Term Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied pro rata to such Class the A Term Loans, B Term Loans and Acquisition Term Loans then outstanding. Voluntary prepayments of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Acquisition Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan the prepayment of the outstanding principal amount of Loans relating to such Portion pro rata such that each principal payment then remaining with respect to such Portion shall be reduced by an amount equal to the product of (A) such payment and (B) a fraction of which the numerator is equal to the amount of such principal payments then remaining with respect to such Portion and the denominator is equal to the amount of all principal payments remaining with respect to such Portion. In the absence of a Defaulting Lenderdesignation by the Borrowers, the Administrative Agent shall apply such prepayments first to Base Rate Loans and thereafter to Reserve Adjusted Eurodollar Loans.

Voluntary Prepayments. The Reductions in Revolving Loan Commitments Any Borrower shall have may at any time voluntarily prepay all or part of the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium Advances made to such Borrower at any time or penalty (but subject to Section 2.20), in whole or in part from time to time without premium or penalty, subject to Section 1.13(b)(i). Borrowers may at any time on the following terms and conditions: at least ten (a10) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice Revolving Loan Commitment; provided, that (or telephonic notice promptly confirmed in writingA) of its intent to make any such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans reductions shall be in a multiple minimum amount of $100,000 5,000,000 and integral multiples of $250,000 in an aggregate principal amount excess of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR such amount, (B) the Revolving Credit Loans made pursuant to a single Borrowing Loan Commitment shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR amount of the Revolving Credit Loans; Loan plus the Swingline Loan then outstanding, and (cC) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any prepayment of LIBOR Term time on at least 10 days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, that upon such termination, all Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day and other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any such payment resulting from termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the date specified thereinLoans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, 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 provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required whose Revolving Credit Advances are to be made by repaid and identify the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or particular Revolving Credit Loan of a Defaulting LenderAdvances to be repaid.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(a) with respect to the Initial Term Loans or as otherwise provided with respect to Term Loans incurred after the Closing Date and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on ) or (y) three Business Days prior to (in the same day as, the date case of LIBOR Loans) such prepayment and shall be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; Lender, (b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000excess thereof; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than 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 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine and determine, (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orand (c) applied to reduce the Type of Term Loans in the applicable Class as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans as between Classes of Term Loans, if not so specified on or prior the Borrower shall be deemed to have elected that such prepayment be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity to on a pro rata basis with the remaining amortization payments required to be made by applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. If the Borrower pursuant to Section 2.5(b) or does not specify the terms Type of any Other Term Loans entitled in the applicable Class, the Administrative Agent may make such designation in its reasonable discretion with a view, but no obligation, to such prepaymentminimize breakage costs owing under Section 2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower Agent shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower Agent shall give the Administrative Agent at the Administrative AgentNotice Office prior to (A) 11:00 A.M. (New York City time) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay ABR Loans and (B) 3:00 P.M. (New York City time) at least three Business Days’ prior written notice of its intent to prepay BSBY Rate Loans, which notice (in each case) shall specify the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR BSBY Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such BSBY Rate Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans pursuant to this Section 5.01 shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and integral multiples of $500,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent); provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit BSBY Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of BSBY Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of BSBY Rate Loans (and same shall automatically be converted into a Borrowing of ABR Loans) and any election of an Interest Period with respect thereto given by the Borrower Agent shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any subject to Section 2.14, each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. Any prepayment of a BSBY Rate Loan on any day a date other than the last day Business Day of an the then current Interest Period applicable with respect thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.03(g).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, other than as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one (i) in the case of LIBOR Loans, three Business Day Days prior to or and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000; excess thereof, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; , and (c3) in the case of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall make set forth in reasonable detail the basis for requesting such prepayment and the payment amount specified in amount), pay to such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind Lender any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedamounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine and (b) specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loan Repayment Amounts applicable to such Class in such order Loans as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderspecify.

Voluntary Prepayments. The (a) Borrower shall have the right to prepay Term any or all of the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Agent by 12:00 noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto; (iii) Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 SECTION 4.2 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(esSECTION 3.5; (iv) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing PROVIDED, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage of all Revolving Loans then outstanding. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this SECTION 4.2 are for the benefit of Agent and may be waived unilaterally by Agent.

Voluntary Prepayments. The Borrower shall have may, at its option, at any time and from time to time, prepay the right to prepay Term Revolving Credit Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)the Reimbursement Obligations, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentpart, the amount of such prepayment and (upon giving, in the case of any LIBOR Loans) Loan, three Business Days’ prior written notice to the specific Borrowing(s) pursuant Administrative Agent, and, in the case of any Base Rate Loan, prior written notice on the same Business Day to which made, which the Administrative Agent. Such notice shall be given by the Borrower no later than specify (i) in the case of Term any prepayment of Revolving Credit Loans, the date and amount of prepayment and whether the prepayment is of LIBOR Loans, Base Rate Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans)a combination thereof, 12:00 noon (New York City time) one Business Day prior and, in each case if a combination thereof, the principal amount allocable to or each; and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify Reimbursement Obligations, the date and amount of such prepayment prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the Class(es) amount allocable to each of such Reimbursement Obligations. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and Type(s) of Loans to be prepaidsuch Lender’s Revolving Credit Percentage of such prepayment. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that , together with (if a LIBOR Loan is prepaid other than at the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all end of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedInterest Period applicable thereto) any amounts payable pursuant to Section 2.18. Each prepayment in respect Prepayments of Term the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section 5.1 2.10(c) shall be (a) applied applied, first, to such Class payment of Term the Revolving Credit Loans then outstanding, second, to payment of any Reimbursement Obligations then outstanding, and third, to Cover any outstanding Letter of Credit Liability. Each prepayment of Base Rate Loans shall be in such manner as the Borrower may determine minimum principal amount of $100,000 and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as integral multiples of $10,000 and each prepayment of LIBOR Loans shall be in the Borrower may determine minimum principal amount of $500,000 and in integral multiples of $100,000 or, if not so specified in the case of either Base Rate Loans or LIBOR Loans, the aggregate principal balance outstanding on or prior the Revolving Credit Loans and the Reimbursement Obligations, as applicable. No prepayment of a LIBOR Loan shall be made which would result in the remaining outstanding balance of such LIBOR Loan being an amount less than $500,000, and any payment of LIBOR Loans made on any day other than the last day of the applicable Interest Period shall be subject to the time payment of such voluntary prepayment, ratably the amounts specified in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.18.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof a given Tranche, without premium or penalty (but subject to other than as provided in Section 2.205.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (ix) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 or such lesser amount as is acceptable to the Administrative Agent, provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit LIBO Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day Term Loans of an Interest Period applicable thereto a given Tranche made pursuant to a Borrowing shall be subject applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with a Term Loan Extension Amendment; and (iv) each prepayment of principal of Initial Term Loans and Incremental Term Loans of a given Tranche pursuant to compliance this Section 5.01(a) shall be applied as directed by the Borrower with in the applicable provisions notice of prepayment delivered pursuant to this Section 2.125.01(a) or, if no such direction is given, to reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans in direct order of maturity. Each such notice shall specify Notwithstanding anything to the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowercontrary contained in this Agreement, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice of prepayment pursuant to this Section 5.01(a), if such prepayment would have resulted from in a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall and Commitments of a given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be (a) applied to such Class of Term Loans in such manner as revoked by the Borrower may determine and (b) applied by written notice to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Administrative Agent on or prior to the time of specified effective date) if such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall condition is not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendersatisfied.

Voluntary Prepayments. The (a) Each U.S. Borrower shall have the right to prepay Term any Loans made to the U.S. Borrowers, and Revolving Credit Loansthe Canadian Borrower shall have the right to prepay the Loans made to the Canadian Borrower, in each case, without premium or penalty (but subject to payment of amounts set forth in Section 2.20)2.11, if applicable, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower Company shall give the Administrative Agent prior to 11:00 a.m. (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its the applicable U.S. Borrower’s intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) or the Canadian Borrower’s intent to prepay Canadian Prime Rate Loans, as applicable and (B) at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of any Borrower’s intent to prepay Interest Period Loans, which notice (in each case) shall specify which Revolving Loans or, in the case of Loans being prepaid by a U.S. Borrower only, Swingline Loans, shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Interest Period Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Interest Period Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (x) each partial prepayment of Revolving Loans by any Borrowing of Term Loans or Revolving Credit Loans Borrower pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 1,000,000 and in integrals of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of LIBOR Term Swingline Loans by any U.S. Borrower pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 and integrals of $100,000 in excess thereof (or LIBOR Revolving Credit such lesser amount as is acceptable to the Administrative Agent in any given case); provided, that if any partial prepayment of Interest Period Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Interest Period Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for applicable thereto, then such Borrowing may not be continued as a Borrowing of Interest Period Loans (and the same shall automatically be converted into a Borrowing of Base Rate Loans, in the case of LIBOR Term Loans Loans, or LIBOR Revolving Credit Canadian Prime Rate Loans, in the case of Canadian BA Rate Loans) and any election of an Interest Period with respect thereto shall have no force or effect; (iii) in the case of partial prepayments of any Borrowing of Canadian BA Rate Loans, Canadian Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, Canadian Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period); and (civ) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in Loans; provided, that at such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Any prepayment of Loans under the respective commitments shall be applied first to Base Rate Loans and then to Interest Period Loans outstanding thereunder.

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the relevant Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are B Term Loans, C Term Loans, U.S. Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Revolving Loans, U.S. Borrower Revolving Loans and/or Swingline Loans, the amount and currency (or currencies) of such prepayment and (the Loans to be prepaid, the Types of Loans to be repaid, in the case of LIBOR any Term Loans) , the manner in which such prepayment shall apply to reduce the respective Scheduled Repayments of such Term Loans and, in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and/or B/A Discount Rate Loans, the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), prior to 12:00 noon Noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans (other than Swingline Loans) or Canadian Prime Rate Loans, (y) prior to 12:00 Noon (New York City time) on the date of such prepayment in the case of Swingline Loans and shall (z) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and B/A Discount Rate Loans and shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; provided that no notice shall be required in connection with the incurrence of the Replacement Term Loans (bincluding by way of conversion of any outstanding Term Loans) on the Amendment No. 1 Effective Date and repayment of the Term Loans with the proceeds thereof; (ii) (x) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 (or CDN $1,000,000 in the case of any amounts to be prepaid in Canadian Dollars) or such lesser amount as is acceptable to the Administrative Agent; provided that no (y) each partial prepayment of LIBOR Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 (or CDN $500,000 in the case of prepayments to be made with respect to Canadian Dollar Denominated Revolving Loans) or such lesser amount as is acceptable to the Administrative Agent in any given case and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of LIBO Rate Loans or LIBOR Revolving Credit B/A Discount Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term principal amount of LIBO Rate Loans or LIBOR Revolving Credit B/A Discount Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then (A) if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing may not be continued as a Borrowing of LIBO Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or LIBOR Revolving Credit Loans; effect, and (cB) if such Borrowing is a Borrowing of B/A Discount Rate Loans, such Borrowing may not be continued as a Borrowing of B/A Discount Rate Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that (x) at the relevant Borrower’s election in connection with any prepayment of LIBOR Term Canadian Borrower Revolving Loans or LIBOR U.S. Borrower Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any day other than Revolving Loan of a Defaulting Lender; and (y) it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; (iv) prepayments of Bankers’ Acceptance Loans may not be made prior to the last day maturity date of an Interest Period applicable thereto the respective underlying Bankers’ Acceptances or B/A Equivalent Notes, as the case may be; and (v) each prepayment of principal of B Term Loans, C Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01 shall be subject to compliance applied as directed by the applicable Borrower with in the applicable provisions respective notice of prepayment delivered pursuant to Section 2.12. Each 5.01(a) or, if no such notice shall specify direction is given (1) first, to reduce the Scheduled Repayments of the respective Tranche which will become due within twelve months after the date and amount of such prepayment repayment in direct order of maturity of the dates of such Scheduled Repayments, and (2) second, to the Class(esextent in excess of the amount applied as provided in the preceding clause (1), to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of the Scheduled Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto) and Type(s) of Loans (or, if applicable, Other Allocable Share). Notwithstanding anything to be prepaid. If such notice is given by the Borrowercontrary contained in this Agreement, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the relevant Borrower may rescind any such notice of prepayment under this Section 5.01(a) if such prepayment would have resulted from in a refinancing of all of the then outstanding LoansLoans and Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Reductions in Revolving Loan Commitments and Acquisition Loan Commitments. Borrower shall have the right may at any time on at least 5 days' prior written notice to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty Agent permanently reduce (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (anot terminate) the Borrower shall give Revolving Loan Commitment or the Administrative Agent at the Administrative Agent’s Office written notice Acquisition Loan Commitment; provided that (or telephonic notice promptly confirmed in writingA) of its intent to make any such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans reductions shall be in a multiple minimum amount of $100,000 5,000,000 and integral multiples of $250,000 in an aggregate principal amount excess of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR such amount, (B) the Revolving Credit Loans made pursuant to a single Borrowing Loan Commitment shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR amount of the Revolving Credit Loans; Loan outstanding and the Acquisition Loan Commitment shall not be reduced to an amount less than the amount of the Acquisition Loan outstanding, and (cC) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). Borrower may at any prepayment of LIBOR Term time on at least ten 10 days' prior written notice to Agent terminate the Revolving Loan Commitment and the Acquisition Loan Commitment; provided that upon such termination all Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day and other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Borrower may at any time on at least ten 10 days' prior written notice to Agent terminate only the date specified thereinAcquisition Loan Commitment; provided that upon such termination all Acquisition Loans and other Obligations relating to the Borrower may rescind Acquisition Loans shall be immediately due and payable in full. Any voluntary prepayment and any reduction or termination of the Revolving Loan Commitment or the Acquisition Loan Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, 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 require a corresponding pro rata reduction in the L/C Sublimit. Upon any such reduction or termination of the Acquisition Loan Commitment, Borrower's right to request Acquisition Loan Advances shall simultaneously be permanently reduced or terminated, as the case may be. Each notice if of partial prepayment shall designate the Loan or other Obligations to which such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required is to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderapplied.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans Loans, Term C Loans, and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(b) and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans), 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans, Term C Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than 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 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans and Term C Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine ordetermine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Term Loan Repayment Amounts or prepayments of Term Loans or Term C Loans as between Classes of Term Loans or Term C Loans, if not so specified on or prior as applicable, the Borrower shall be deemed to have elected that (i) in the time case of Term Loans, such voluntary prepayment, ratably prepayment be applied to reduce the Term Loan Repayment Amounts in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified and (ii) in the case of Term C Loans, among all Classes of Term C Loans then outstanding. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepayment(e), as applicable. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay its Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans or Alternative Currency Term Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Swingline Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day ason, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans or Revolving Credit denominated in Dollars shall be in a minimum amount of $10,000,000, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000, (iii) any Loans denominated in Euro shall be in a minimum amount of €10,000,000, (iv) any Loans denominated in Sterling shall be in a minimum amount of £5,000,000 and (v) Swingline Loans shall be in a multiple minimum amount of $100,000 and in an aggregate principal amount of at least $1,000,000500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Alternative Currency Term Rate Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Alternative Currency Term Rate Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Alternative Currency Term Rate Loans; , as applicable and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Alternative Currency Term Rate Loans pursuant to this Section 5.1 5.1(a) on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) as to any such Class of Term Loans in such manner as the Borrower may determine and (b) Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class thereunder in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentspecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) the form of a Prepayment Notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR LIBOR Loans), 12:00 noon (New York City time) one three Business Day Days prior to or and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an aggregate principal amount multiples of at least $1,000,000; 100,000 in excess thereof, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; , and (c3) in the case of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall make set forth in reasonable detail the basis for requesting such prepayment and amount), pay to the payment amount specified in Administrative Agent for the account of such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind Lender any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedamounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine shall specify and (b) applied to reduce Initial Term A Loan Repayment Amounts, any Incremental Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amounts applicable and, subject to such Class Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentspecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.. 121

Voluntary Prepayments. The Borrower shall have the right to prepay its Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one (i) in the case of LIBOR Loans, three Business Day Days prior to or and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day asone Business Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000excess thereof; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class one or more Classes of Term Loans in such manner as designated by the Borrower may determine pro rata within such Class and (b) applied to shall reduce Term Loan the applicable remaining Repayment Amounts applicable to due under such Class in such order as the Borrower may determine or, if not so specified on or prior specify (it being understood and agreed that the Borrower may elect to prepay any Class of Term Loans without any corresponding prepayment to any other Class of Term Loans). In the time absence of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made a designation by the Borrower pursuant to Section 2.5(b) or as described in the terms preceding sentence, any prepayment in respect of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment 5.1 shall not be applied to any the Term Loan or Revolving Credit Loan of a Defaulting LenderLoans in the same manner as provided for in Section 5.2(b)(i) with respect to mandatory prepayments.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent prior to 3:00 P.M. (New York time) at the Administrative Agent’s its Notice Office at least one Business Day's prior written notice (or telephonic telephone notice promptly confirmed in writing) of its intent to make prepay Loans (or same day notice in the case of Swingline Loans provided such prepaymentnotice is given prior to 3:00 P.M. (New York time)) whether Term Loans, Acquisition Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided 500,000 (or $25,000 in the case of Swingline Loans) or such lesser amount of a Borrowing which is outstanding, PROVIDED that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) at the time of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 4.01 on any day date other than the last day of an the Interest Period applicable thereto thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days' written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (iv) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be subject deemed modified to compliance reflect the changed Revolving Loan Commitments), and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (iv) have been obtained; and (v) except as expressly provided in preceding clause (iv) and except with respect to prepayments of Acquisition Loans which shall be applied PRO RATA based upon the AL Percentages of Lenders with Acquisition Loans then outstanding (with the Borrower with to designate the applicable provisions Borrowing or Borrowings of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Acquisition Loans to be prepaid. If such notice is given by , subject to the Borrowerforegoing provision), the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to PRO RATA among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At Borrowing; PROVIDED that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Each prepayment of principal of any Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining TL Scheduled Repayments PRO RATA based upon the then remaining principal amounts of the TL Scheduled Repayments after giving effect to all prior reductions thereto. Each prepayment of principal of Acquisition Loans (x) if made on or prior to the Acquisition Facility Reduction Date, shall have no effect on the amortization of Acquisition Loans as set forth in Section 4.02(c), (y) if made after the Acquisition Facility Reduction Date and prior to or on the Acquisition Facility Expiry Date, shall be applied, at the Borrower's election, (I) to reduce on a PRO RATA basis the then remaining principal amounts of the AL Year 3 Scheduled Repayments after giving effect to all prior reductions thereto or (II) to reduce Year 4 Reference Amount as calculated on the date of such prepayment, and (z) if made after the Acquisition Facility Expiry Date, shall be applied at the Borrower's election, (I) to reduce on a PRO RATA basis the then remaining principal amounts of the AL Year 3 Scheduled Repayments after giving effect to all prior reductions thereto or (II) to reduce on a PRO RATA basis the then remaining principal amounts of the AL Year 4 Scheduled Repayments after giving effect to all prior reductions thereto, PROVIDED that if, as a result of an application described in subclause (I) or (II) of clause (x) or (y) above, such applicable amounts shall have been reduced to zero, the remainder of such prepayment shall be applied as provided in the other such subclause.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Tranche A Repayment Amounts applicable to such Class or Tranche B-1 Repayment Amounts, as the case may be, in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to except as set forth in Section 2.202.11, clause (vi) of this Section 4.01(a), any Incremental Term Loan Commitment Agreement or any Extension Offer), in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Administrative AgentNotice Office (x) at least one (1) Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans and (y) at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify whether Term Loans, Incremental Term Loans under a given Tranche, Extended Term Loans under a given Tranche or Other Term Loans under a given Tranche shall be prepaid, the amount of such prepayment and (the Types of Term Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 4.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loans effect; (iii) each prepayment pursuant to this Section 5.1 on 4.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject applied pro rata among such Term Loans; (iv) except as otherwise permitted by Section 2.15 with respect to compliance by any Tranche of Extended Term Loans or as permitted in any Refinancing Amendment with respect to any Tranche of Other Term Loans or pursuant to Section 2.16, each prepayment in respect of any Tranche of Term Loans made pursuant to this Section 4.01(a) shall be allocated among each of the Borrower outstanding Tranches of Term Loans on a pro rata basis, with each Tranche of Term Loans to be allocated its Term Loan Percentage of the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment; (v) except as otherwise permitted by Section 2.15 with respect to any Tranche of Extended Term Loans or as permitted in any Refinancing Amendment with respect to any Tranche of Other Term Loans or pursuant to Section 2.16, each prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect Tranche of Term Loans pursuant to this Section 5.1 4.01(a) shall be (a) applied on a pro rata basis to the remaining Scheduled Term Loan Repayments of such Class Tranche of Term Loans in such manner as directed by the Borrower may determine (or, in the absence of such direction, in the direct order of maturity thereof) and (bvi) applied to reduce any prepayment of Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Loans made on or prior to the time six month anniversary date of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election Closing Date in connection with any prepayment pursuant to this a Repricing Event shall be accompanied by the payment of the fee described in Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender3.01(c).

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the relevant Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are B Term Loans, C Term Loans, U.S. Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Revolving Loans, U.S. Borrower Revolving Loans and/or Swingline Loans, the amount and currency (or currencies) of such prepayment and (the Loans to be prepaid, the Types of Loans to be repaid, in the case of LIBOR any Term Loans) , the manner in which such prepayment shall apply to reduce the respective Scheduled Repayments of such Term Loans and, in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and/or B/A Discount Rate Loans, the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), prior to 12:00 noon Noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans (other than Swingline Loans) or Canadian Prime Rate Loans, (y) prior to 12:00 Noon (New York City time) on the date of such prepayment in the case of Swingline Loans and shall (z) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and B/A Discount Rate Loans and shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) (x) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 1,000,000 (or CDN $1,000,000 in the case of any amounts to be prepaid in Canadian Dollars) or such lesser amount as is acceptable to the Administrative Agent, (y) each partial prepayment of LIBOR Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 (or CDN $500,000 in the case of prepayments to be made with respect to Canadian Dollar Denominated Revolving Loans) or such lesser amount as is acceptable to the Administrative Agent in any given case and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of LIBO Rate Loans or LIBOR Revolving Credit B/A Discount Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term principal amount of LIBO Rate Loans or LIBOR Revolving Credit B/A Discount Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then (A) if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing may not be continued as a Borrowing of LIBO Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or LIBOR Revolving Credit Loans; effect, and (cB) if such Borrowing is a Borrowing of B/A Discount Rate Loans, such Borrowing may not be continued as a Borrowing of B/A Discount Rate Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be applied pro rata among such Loans, provided that (ax) applied to such Class of Term Loans in such manner as at the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the relevant Borrower’s election in connection with any prepayment of Canadian Borrower Revolving Loans or U.S. Borrower Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender; and (y) it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; (iv) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of the respective underlying Bankers’ Acceptances or B/A Equivalent Notes, as the case may be; and (v) each prepayment of principal of B Term Loans, C Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01 shall be applied as directed by the applicable Borrower in the respective notice of prepayment delivered pursuant to Section 5.01(a) or, if no such direction is given (1) first, to reduce the Scheduled Repayments of the respective Tranche which will become due within twelve months after the date of such repayment in direct order of maturity of the dates of such Scheduled Repayments, and (2) second, to the extent in excess of the amount applied as provided in the preceding clause (1), to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of the Scheduled Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto) (or, if applicable, Other Allocable Share).

Voluntary Prepayments. (A) Voluntary Prepayments of Term Loans and Revolving Loans: ------------------------------------------------------- The Borrower shall have the right to prepay Term Loans and and/or Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent prior to 11:00 A.M (New York time) at the Administrative Agent’s its Notice Office at least one Business Day's prior written notice (or telephonic in the case of Eurodollar Loans and same day prior written notice promptly confirmed in writing) the case of its Base Rate Loans of the Borrower's intent to make such prepaymentprepay the Loans, whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least the Minimum Borrowing Amount and, if greater, in integral multiples of $1,000,00050,000; provided that no partial prepayment -------- of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Amount; (iii) if prepayments of Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans are made pursuant to this Section 5.1 5.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, then the Borrower shall make such prepayment and pay to the payment amount specified in such notice shall be due and payable on Administrative Agent for the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all benefit of the then outstanding Loans, which refinancing shall not Banks with a Commitment in the respective Tranche any compensation required to be consummated or shall otherwise be delayed. Each paid pursuant to Section 2.11; (iv) each prepayment in respect of any Term Loans or Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (v) each prepayment of --- ---- Term Loans pursuant to this Section 5.1 5.01 shall be (a) applied to such Class of Term Loans in such manner as reduce the Borrower may determine and (b) applied to reduce then remaining Scheduled Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Repayments on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymenta pro rata basis. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.--- ----

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the such Borrower shall give the Administrative Agent prior to 1:00 pm (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (x) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any day other than the last day election of an Interest Period applicable with respect thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinhave no force or effect; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (biii) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any each prepayment pursuant to this Section 5.1, such prepayment 5.01(a) in respect of any Loans made pursuant to a Borrowing shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderpro rata among such Loans except as provided in Section 2.16.

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term the Loans (other than Bid Loans and Revolving Credit Local Currency Loans, in each case) made to it, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the respective Borrower shall give the Administrative Agent (and in the case of Swingline Loans made by the CAD Swingline Lender, the CAD Swingline Lender) prior to 12:00 Noon (New York time) at the Administrative Agent’s its Notice Office (x) same day written notice (or telephonic notice promptly confirmed in writing) of its such Borrower's intent to make prepay Base Rate Loans or Swingline Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of such prepaymentBorrower's intent to prepay Eurocurrency Loans, the amount of such prepayment and (and, in the case of LIBOR Eurocurrency Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant LendersBanks; and (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in Loans having an aggregate principal amount Original Dollar Amount of at least $1,000,000; provided 500,000 PROVIDED that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to such Borrowing to an amount less than the Minimum an Original Dollar Amount of $2,000,000, then such Borrowing Amount for LIBOR Term may not be continued as a Borrowing of Eurocurrency Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day election of an Interest Period applicable with respect thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the respective Borrower shall make such prepayment and the payment amount specified in such notice have no force or effect. Any Bid Loan shall be due prepayable only with the consent of the Bank making such Bid Loan. Any Local Currency Loan shall be prepayable to the extent and payable on the date specified therein; terms provided that in the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderLocal Currency Documentation.

Voluntary Prepayments. The 4.3.1.1. Borrower shall have the right to prepay Term Loans and Revolving Credit Loansright, in each caseat its option, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time to prepay one or more Fixed Rate Notes then outstanding (but not the Revolving Credit Note) subject, however, to the terms and conditions set forth in this SECTION 4.3. Notwithstanding anything contained herein to the ----------- contrary, no prepayment under one or more Fixed Rate Notes may be less than the outstanding principal balance and accrued interest on the following terms and conditions: (aFixed Rate Note(s) the prepaid. Whenever Borrower desires to prepay one or more Fixed Rate Notes in full, Borrower shall give provide a prepayment notice to Lender at least thirty (30) days prior to the Administrative Agent at date of the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such proposed prepayment, identifying the amount of Fixed Rate Note(s) to be prepaid and setting forth the proposed prepayment date. Any such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day asirrevocable. In all instances, the date principal balance of the Fixed Rate Note(s) which is (are) the subject of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate notice, together with interest on such principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerbalance, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable by 12:00 Noon Eastern Time on the date specified therein; provided that in the Borrower may rescind any prepayment notice as the date on which such notice if Fixed Rate Note(s) is (are) to be prepaid in full. Lender shall, upon receipt of such prepayment would have resulted from a refinancing of all of the then outstanding Loansnotice, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant prepare and deliver to this Section 5.1 shall be Borrower within ten (a10) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time days of such voluntary prepaymentreceipt, ratably in direct order via facsimile or other electronic transmittal, a statement of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled interest due with respect to such prepayment. At Notwithstanding any of the Borrower’s election foregoing to the contrary, in connection with any the event of a prepayment pursuant to this Section 5.1of the last Fixed Rate Note then outstanding after the Revolving Credit Note Expiration Date, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan performed in accordance with the provisions of a Defaulting LenderSECTION 2.13, ------------ as such prepayment will terminate Borrower's Obligations under the Fixed Rate Note and this Agreement.

Voluntary Prepayments. The Borrower may, upon notice (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall have be approved by the right Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative Agent (a “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay Term Loans and Revolving Credit the Initial Loans, in each case, without premium or penalty (but subject to Section 2.20), the Delayed Draw Loans and/or the Revolving Loans in whole or in part from time (a “Voluntary Prepayment”) in an amount equal to time on the following terms and conditions: sum of (ax) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the aggregate principal amount of such prepayment and Loans being prepaid, (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (iy) in the case of Term a prepayment of Delayed Draw Loans, the applicable Prepayment Amount, if any, for such Delayed Draw Loans being prepaid and (z) other than with respect to the prepayment of Initial Loans contemplated in Section 4.02(k), all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, (1) (A) prior to the expiration of the Prepayment Date, no prepayment of Initial Loans shall be permitted if there are any Revolving Loans or Delayed Draw Loans outstanding (after giving effect to any concurrent repayment of such Revolving Credit Loans (other than and/or Delayed Draw Loans, as applicable); for the avoidance of doubt, Revolving Credit Loans may be prepaid at any time notwithstanding any Delayed Draw Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. remain outstanding on the same day as, the date of such prepayment prepayment, and shall promptly (2) except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be transmitted received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to each any date of prepayment (or such shorter period as the relevant Lenders; Administrative Agent and the Lenders may agree) and (bii) each partial any prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and either (A) in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment 5,000,000 and a whole multiple of LIBOR Term $1,000,000 in excess thereof or (B) the entire principal amount of such Type of Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the then outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12being prepaid. Each such notice Voluntary Prepayment Notice shall specify the date and of such prepayment, the amount of such prepayment principal being prepaid and whether the Class(es) and Type(s) Loans being prepaid are Initial Loans, Delayed Draw Loans and/or Revolving Loans and, in the case of Loans to be prepaid. If such notice is given by the BorrowerDelayed Draw Loans, the applicable Prepayment Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the definition thereof. The Borrower shall make such prepayment together with all accrued interest thereon and the payment amount related Prepayment Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such notice Voluntary Prepayment Notice, and all such amounts shall be due and payable on the date specified thereinsuch date; provided that the a Voluntary Prepayment Notice delivered by Borrower may rescind any state that such notice if is conditioned upon the effectiveness of certain events, including, without limitation, the closing of other credit facilities, in which case such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not notice may be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant revoked by Borrower (by notice to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Administrative Agent on or prior to the time of specified effective date) if such voluntary prepaymentconditions are not satisfied. Subject to Section 2.11(j), ratably any Voluntary Prepayment described in direct order of maturity this Section 2.04 shall be made to the remaining amortization payments required Administrative Agent for the ratable accounts of the applicable Lenders of the Type or Types of Loans being prepaid. The Administrative Agent shall forward to be made by each Lender its Ratable Share of each such payment with respect to the Borrower pursuant to Section 2.5(b) or the terms relevant Type of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderbeing prepaid.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent prior to 12:00 P.M. (New York time) at the Administrative Agent’s its Notice Office at least one Business Day's prior written notice (or telephonic telephone notice promptly confirmed in writing) of its intent to make prepay Loans (or same day notice in the case of Swingline Loans provided such prepaymentnotice is given prior to 12:00 P.M. New York time)) whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Type(s) of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 500,000 (or $25,000 in the case of Swingline Loans) or such lesser amount of a Borrowing which is outstanding, provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) at the time of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 4.01 on any day date other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower shall make such prepayment pay the amounts required pursuant to Section 1.11; and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each (iv) each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At Borrowing; provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Each prepayment of principal of any Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Term Loan A Scheduled Repayments and Term Loan B Scheduled Repayments in the direct order of maturity for amounts of Term Loan A Scheduled Repayments and Term Loan B Scheduled Repayments owing during the immediately following one year period, after giving effect to all prior reductions thereto, and applied pro rata for all amounts repaid in excess of such amount.

Voluntary Prepayments. (a) The Borrower shall have may elect to notify the right Administrative Agent and the Lenders that it may wish to prepay Term make below par voluntary prepayments of the Loans and Revolving Credit Loans, (each such payment a “Voluntary Prepayment”) pursuant to the procedures set forth in each case, without premium or penalty this Section 2.15; provided that (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (ax) the Borrower shall give specify in an Election Notice to the Administrative Agent whether such Voluntary Prepayment will be a utilization of the Borrower’s Discounted Prepayment Portion of Available Cash or the Borrower’s Discretionary Portion of Available Cash and (y) Voluntary Prepayments shall only be permitted to be made in amounts not exceeding aggregate unused amount of the Borrower’s Discounted Prepayment Portion of Available Cash or the aggregate unused amount of the Borrower’s Discretionary Portion of Available Cash (as applicable) at the time such Voluntary Prepayment is made. At the time of any Voluntary Prepayment, the Borrower shall certify, with reasonable supporting detail (as determined by the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment), the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in compliance with the case requirements of Term Loans or Revolving Credit Loans this Section 2.15, which certification shall include a schedule setting forth the computation (other than Revolving Credit Loans that are ABR Loans)and any utilization by the Borrower) of Available Cash, 12:00 noon (New York City time) one Business Day prior to or Borrower’s Discounted Prepayment Portion of Available Cash and Borrower’s Discretionary Portion of Available Cash, (ii) in that no Event of Default pursuant to Section 6.13 could reasonably be expected to occur during the case of Revolving Credit Loans succeeding four calendar quarters if such Voluntary Prepayment is not made, (iii) that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and Voluntary Prepayment shall promptly be transmitted have been approved by the Administrative Agent to each at least 66 2/3% of the relevant Lenders; Borrower’s Governing Board and (biv) each partial prepayment that immediately prior to and after giving effect to any Voluntary Prepayment, (x) no Default or Event of any Borrowing of Term Loans or Revolving Credit Loans Default shall have occurred and be in a multiple of $100,000 continuing and in an aggregate principal amount (y) the Loan Parties shall have Unrestricted Cash of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender40,000,000.

Voluntary Prepayments. The Borrower may at any time on at least ten (10) days' prior written notice to Agent (i) voluntarily prepay all or part of the Revolving Loan and/or permanently reduce but not terminate the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall have be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) the right Tranche A Revolving Loan Commitment shall not be reduced to prepay Term Loans an amount less than $100,000,000, and (C) the Tranche B Revolving Credit Loans, in each case, without premium or penalty (but subject Loan shall not be reduced to Section 2.20), in whole or in part an amount less than $20,000,000. Borrower may at any time and from time to time on the following terms and conditions: at least (a10) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of the compensation required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). In the event GE Capital acts as the lead agent in providing a refinancing of the Loans under this Agreement, (or telephonic notice promptly confirmed other than in writing) connection with a debtor-in-possession financing), GE Capital shall waive the payment of its intent any compensation otherwise required to make such prepayment, the amount of be paid to GE Capital under Section 1.9(c). Upon any such prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, 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 Tranche A Revolving Loan Commitment shall not require corresponding pro rata reduction in the Swing Line Commitment and/or the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied, provided that notwithstanding the foregoing in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madea Default or an Event of Default, which notice all prepayments shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or the Tranche A Revolving Credit Loan of a Defaulting LenderLoan.

Voluntary Prepayments. (a) The US Borrower shall have the right to prepay Term Loans Initial US Loans, and Revolving Credit the Canadian Borrower shall have the right to repay Initial Canadian Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (ai) the applicable Borrower shall give the US Administrative Agent, the Canadian Administrative Agent (at the applicable Administrative Agent’s Office Office) and the Exchange Note Trustee written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the such Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall prepayment; (ii) as promptly be transmitted by as practicable after receipt of such notice, the US Administrative Agent and the Canadian Administrative Agent shall give notice to each relevant Initial Lender, of (A) the relevant Lenderspro rata amount that would be payable to each such Initial Lender in respect of its Initial Loan, and (B) the expected date of such payment; (biii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Initial Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Initial Loans; and (civ) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the US Borrower or the Canadian Borrower, as the case may be, with the applicable provisions of Section 2.122.11. Each No prepayment of Initial Loans of one Borrower may be made by such notice shall specify the date and Borrower unless a prepayment of a pro rata amount of such prepayment and the Class(es) and Type(s) of Initial Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedother Borrower is also made. Each prepayment in respect of Term Initial US Loans pursuant to this Section 5.1 shall be (a) applied pro rata to such Class all Initial US Loans. Each prepayment in respect of Term Initial Canadian Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to this Section 2.5(b) or the terms of any Other Term Loans entitled 5.1 shall be applied pro rata to such prepaymentall Initial Canadian Loans. At the applicable Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the entire outstanding balance, if less) and subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans and Revolving Credit LoansBase Rate Loans (or the entire outstanding balance, in each case, without premium or penalty (but subject to Section 2.20if less), in whole or in part from time to time on the following terms and conditions: any Banking Day; provided that (a) in the event of prepayment of any LIBO Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) Borrower shall give must provide three (3) Banking Day’s notice to the Administrative Agent prior to making such voluntary prepayment, and (ii) Borrower must, at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) time of its intent to make making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, (b) in the amount event of prepayment of any Base Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) Borrower must provide one (1) Banking Day’s notice to the Administrative Agent prior to making such voluntary prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest applicable to such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) Borrower shall not have the right to prepay any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with Bid Rate Loan before the applicable provisions Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of Section 2.12. Each such notice shall specify the date acceleration, Borrower must pay all accrued but unpaid interest and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts Funding Losses applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At Principal amounts prepaid may be reborrowed under the Borrower’s election in connection with any prepayment pursuant to terms and conditions of this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderAgreement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty penalty, except as otherwise provided in clause (but subject to b) of this Section 2.20)4.01, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent prior to 2:00 PM (New York City time) at the Administrative AgentNotice Office (x) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify whether B Term Loans and/or C Term Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 4.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit effect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (civ) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect Tranche of Term Loans pursuant to this Section 5.1 4.01(a) shall be (a) applied to such Class reduce the then remaining Scheduled Term Loan Repayments of the respective Tranche of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made directed by the Borrower pursuant (it being agreed that, subject to Section 2.5(b2.15(a), voluntary prepayments may be apportioned by the Borrower among Tranches (as opposed to within a Tranche) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendernon-prorata fashion).

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment, whether such prepayment shall be applied to A Term Loans, B Term Loans or Revolving Credit Loans, and (in the case of LIBOR Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York time) (i) at least one Business Day prior to the date of such prepayment in the case of Term Loans or and Revolving Credit Loans (other than Revolving Credit maintained as ABR Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, at least three Business Days prior to the date of such prepayment in the case of Term Loans and Revolving Loans maintained as Eurodollar Loans, and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no partial prepayment of LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans; and (c) any prepayment of LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of Term Loans of a Facility pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to of such Class Facility in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans Loans, Term C Loans, and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(b) and Section (A)(4) of the 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans or Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans or Term SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans or Term SOFR Loans), 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans, Term C Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans Term SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans Term SOFR Loans, as applicable, made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Term SOFR Loans; , as applicable, and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Term SOFR Loans pursuant to this Section 5.1 on any day other than 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 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans and Term C Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine ordetermine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans or Term C Loans as between existing Classes of Term Loans or Term C Loans, if not so specified on or prior as applicable, the Borrower shall be deemed to have elected that (i) in the time case of Term Loans, such voluntary prepayment, ratably prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified and (ii) in the case of Term C Loans, such prepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepayment(e), as applicable. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (notice, in writing or telephonic notice promptly by telephone, confirmed in writing) , of its intent to make a prepayment (x) prior to 2 P.M. (New York City time) at its Notice Office at least three Business Days prior to the date of such prepaymentprepayment in the case of Eurodollar Loans and (y) prior to 00 Xxxx (Xxx Xxxx Xxxx time) at its Notice Office at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans (or same day notice in the case of Swingline Loans, provided such notice is given prior to 12:00 Noon (New York City time), which notice in each case shall indicate whether Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; and (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; the Minimum Borrowing Amount, if applicable, with respect thereto, provided that no partial prepayment of LIBOR Term Eurodollar Loans or LIBOR Revolving Credit shall reduce the outstanding Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any with respect thereto. Each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 4.01 in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Lenders making such Loans, provided that no such prepayment shall be applied to any Loans of a Defaulting Lender at any time when the Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Proportionate Share of all Loans then outstanding. Prepayments of Eurodollar Loans made pursuant to this Section 4.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance accompanied by the Borrower with the applicable provisions of amounts required under Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender1.11.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to except as set forth in Section 2.202.11, clause (vi) of this Section 4.01(a), any Incremental Term Loan Commitment Agreement or any Extension Offer), in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Administrative AgentNotice Office (x) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify whether A Term Loans, B Term Loans, Incremental Term Loans under a given Tranche or Extended Term Loans under a given Tranche shall be prepaid, the amount of such prepayment and (the Types of Term Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 4.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loans effect; (iii) each prepayment pursuant to this Section 5.1 on 4.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject applied pro rata among such Term Loans; (iv) except as otherwise permitted by Section 2.15 with respect to compliance any Tranche of Extended Term Loans or by Section 2.16, each prepayment in respect of any Tranche of Term Loans made pursuant to this Section 4.01(a) shall be allocated among each of the Borrower outstanding Tranches of Term Loans on a pro rata basis, with each Tranche of Term Loans to be allocated its Term Loan Percentage of the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment; (v) except as otherwise permitted by Section 2.15 with respect to any Tranche of Extended Term Loans or pursuant to Section 2.16, each prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect Tranche of Term Loans pursuant to this Section 5.1 4.01(a) shall be applied (aI) applied first, to reduce the first eight immediately succeeding Scheduled Term Loan Repayments of such Class Tranche of Term Loans (after giving effect to all prior reductions thereto) as of the date of the respective payments pursuant to this Section 4.01(a) in such manner as the Borrower may determine direct order of maturity and (bII) applied second, to reduce the extent in excess thereof, on a pro rata basis to the remaining Scheduled Term Loan Repayments of such Tranche of Term Loans (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment Amounts applicable of the respective Tranche after giving effect to such Class in such order as the Borrower may determine or, if not so specified all prior reductions thereto); and (vi) any prepayment of B Term Loans made on or prior to the time one year anniversary date of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election Initial Borrowing Date in connection with any prepayment pursuant to this a Repricing Event shall be accompanied by the payment of the fee described in Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender3.01(c).

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to other than as set forth in the last sentence of this Section 2.205.1), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lendersapplicable Lenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; , and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class Amount in such order as the Borrower may determine or, if and may be applied to any Class of Term Loans as directed by the Borrower; provided that the Borrower may not so specified on or prior prepay Extended Term Loans of any Extension Series pursuant to the time of this Section 5.1 unless such voluntary prepayment is accompanied by at least a pro rata prepayment, ratably based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). For the avoidance of doubt, the Borrower may prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the Repayment Amounts in direct order of maturity maturity. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment5.2(c). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. In the event that, on or prior to the second anniversary of the Restatement Effective Date, the Borrower (x) makes any prepayment of 2016 Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable 2016 Term Lender, (I) in the case of clause (x), a prepayment premium of (1) on or prior to the first anniversary of the Restatement Effective Date, 2% or (2) subsequent to the first anniversary of the Restatement Effective Date but on or prior to the second anniversary of the Restatement Effective Date, 1%, in each case of the aggregate principal amount of the 2016 Term Loans being prepaid and (II) in the case of clause (y), a payment equal to (1) on or prior to the first anniversary of the Restatement Effective Date, 2% or (2) subsequent to the first anniversary of the Restatement Effective Date but on or prior to the second anniversary of the Restatement Effective Date, 1%, in each case of the aggregate principal amount of the 2016 Term Loans outstanding immediately prior to such amendment.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term the Loans and Revolving Credit (other than Competitive Bid Loans, in each case, ) without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Administrative AgentNotice Office (x) in the case of Base Rate Loans, at least one Business Day’s Office prior written notice (or same day notice in the case of a prepayment of Swingline Loans) (or telephonic notice promptly confirmed in writing) of its intent to prepay such Base Rate Loans and (y) in the case of Eurodollar Rate Loans, at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay such prepaymentEurodollar Rate Loans, whether Revolving Loans and/or Swingline Loans shall be prepaid, the principal amount of such prepayment and (the Types of Loans and Tranches to be prepaid and, in the case of LIBOR Eurodollar Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Rate Loans were made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; , (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 4.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loans; and effect, (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 4.01(a) in respect of any Tranche of Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, and (iv) each prepayment of Eurodollar Rate Loans made pursuant to this Section 4.01 on any a day other than which is not the last day of an Interest Period applicable thereto shall be subject to compliance accompanied by the Borrower with the applicable provisions payment of all amounts owing in connection therewith pursuant to Section 2.121.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the The Borrower shall make such prepayment and not have the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind right to prepay any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans Competitive Bid Loan pursuant to this Section 5.1 shall be (a4.01(a) applied to without the consent of the Lender that made such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderCompetitive Bid Loan.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s 's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, PROVIDED that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Tranche A-3 Repayment Amounts applicable to such Class or Tranche B-2 Repayment Amounts, as the case may be, in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s 's election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty except as set forth in subsection (but subject to Section 2.20)b) below, in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writingwriting no later than 1:00 p.m. (New York City time)) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR a LIBOR Loans), 12:00 noon (New York City time) one three Business Day Days prior to or (iiy) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as12:00 noon (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (ciii) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower Company shall have the right to prepay Term Loans and Revolving Credit ---------------------- the Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part part, without premium or penalty, from time to time pursuant to this (S)3.2 on the following terms and conditions: (ai) the Borrower Company shall give the Administrative Paying Agent and, with respect to any Commitment Loan or Special Facility Loan, the Bank making such Loan, at the Administrative Agent’s Notice Office at least three Business Days', in the case of a prepayment of Fixed Rate Loans, and one Business Days', in the case of a prepayment of Base Rate Loans, prior written notice (or telephonic notice (confirmed promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (in the case what Types of LIBOR Loans) the specific Borrowing(s) pursuant Loans are to which madebe prepaid, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and Paying Agent shall promptly be transmitted by the Administrative Agent transmit to each of the relevant LendersBanks with respect to a prepayment of a Syndicate loan; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Base Rate Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial 5,000,000 (or the amount then remaining outstanding in respect of any Borrowing) and each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Fixed Rate Loans made pursuant to a single Borrowing shall reduce be in a principal amount of $10,000,000,000 (or the amount then remaining outstanding LIBOR Term in respect of any Borrowing) or in the case of all Loans or LIBOR Revolving Credit if greater, an integral multiple of $1,000,000; (iii) each prepayment in respect of Syndicate Loans made pursuant to one Borrowing shall be applied pro rata among the Banks on the basis of such Syndicate Loans; (iv) after giving --- ---- effect to any prepayment, the outstanding principal amount of Fixed Rate Loans made pursuant to a single Borrowing to an amount shall not be less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans$10,000,000; and (cv) at the time of any prepayment of LIBOR Term Fixed Rate Loans or LIBOR Revolving Credit Special Facility Loans, the Company shall pay all interest accrued on the principal amount of said prepayment. It is understood that each prepayment of Fixed Rate Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderS)1.10.

Voluntary Prepayments. The Borrower shall have may at any time on at least three (3) days’ prior notice to Agent and Lenders voluntarily prepay all of the right to prepay Term Loans and Revolving Credit LoansLoan. In addition, in each case, without premium or penalty (but subject to Section 2.20the following sentence, Borrower may at any time on at least three (3) days' prior written notice to Agent and Lenders voluntarily prepay part of the Term Loan; provided that any such partial prepayment shall be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Notwithstanding the preceding sentence, if Borrower has given notice of a voluntary partial prepayment of the Term Loan (such notice, a "Voluntary Partial Prepayment Notice"), in whole or in part from time any Term Lender holding a portion of the Term Loan may elect, by notice to time on Agent prior to the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent prepayment date, to make such prepayment, decline the amount of such voluntary partial prepayment and of the Term Loan to the extent it would be applied to prepay the portion of the Term Loan held by such declining Term Lender assuming none of the Term Lenders declined such prepayment (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madeaggregate amount, which notice shall be given if any, so declined by the Borrower no later than declining Term Lenders in respect of a Voluntary Partial Prepayment Notice, the "Declined Voluntary Prepayment Amount"), in which case (i) in respect of a Voluntary Partial Prepayment Notice Borrower may only prepay the Term Loan, and shall prepay the Term Loan, in each case in an amount equal to the amount of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or the voluntary partial prepayment specified in such Voluntary Partial Prepayment Notice less the Declined Voluntary Prepayment Amount in respect thereof and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans amount prepaid shall be in a multiple applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of $100,000 and in an aggregate principal amount of each Term Lender that did not decline such prepayment. In addition, Borrower may at any time on at least $1,000,00010 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that no partial prepayment of LIBOR Term upon such termination, all Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable on the date specified therein; provided that the Borrower may rescind in full. Any such voluntary prepayment and any such notice if such prepayment would have resulted from a refinancing of all termination of the then outstanding Loans, which refinancing shall not Revolving Loan Commitment must be consummated or shall otherwise be delayed. Each prepayment in respect accompanied by the payment of Term Loans pursuant to this the Fee required by Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or1.9(c), if not so specified on or prior to any, plus the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms payment of any Other Term Loans entitled LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such termination of the Revolving Loan Commitment, Borrower's right to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or request Revolving Credit Loan of a Defaulting LenderAdvances shall simultaneously be terminated.

Voluntary Prepayments. The Borrower shall have Borrowers may, at any time, prepay the right to prepay outstanding principal amount of the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on and without premium or penalty, so long as the following terms and conditions: (a) Borrowers provide cash collateral by depositing cash into the Borrower shall give LC Facilities Cash Collateral Account such that the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the aggregate amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior plus the amount of cash so deposited into the LC Facilities Cash Collateral Account is applied to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by cash collateralization on a pro rata basis based upon the Administrative Agent to each outstanding principal amount of the relevant LendersTerm Loans outstanding at such time and the Revolving Commitments in effect at such time; (b) each partial provided, however, that if any prepayment of any Borrowing of Term Eurodollar Rate Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans is made pursuant to a single Borrowing shall reduce by the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day Borrowers other than on the last day of an Interest Period applicable thereto for such Borrowing, the Borrowers shall also pay any amounts owing pursuant to Section 2.17(e); provided, further, that each partial prepayment shall be subject to compliance by in an aggregate principal amount that is an integral multiple of $1,000,000.00. Upon the Borrower with the applicable provisions giving of Section 2.12. Each such notice shall specify of prepayment, the date and principal amount of such prepayment and the Class(es) and Type(s) of Term Loans specified to be prepaid. If such notice is given by the Borrower, the Borrower prepaid shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinfor such prepayment; provided that the Borrower may rescind any such a notice if such of prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal amount of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of the Term Loans in whole or in part may state that such manner as notice is conditioned upon the Borrower effectiveness of other credit facilities or other financing transactions, and if any notice so states it may determine and (b) applied be revoked by the Borrowers by notice to reduce the Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified 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 to be revoked (it being understood that any Term Loans outstanding at the time of such voluntary prepaymentnotice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14). Voluntary prepayments of Term Loans hereunder shall be applied ratably in direct order of maturity to the remaining amortization payments tranche of Term Loans consisting of the Refinanced Term Loans and the Refinanced Make-Whole Term Loans and to the tranche of Term Loans consisting of the New Money Term Loans. Amounts required to be deposited in the LC Facilities Cash Collateral Account under this Section 2.11 are in addition to any other requirement hereunder to deposit cash into the LC Facilities Cash Collateral account, and no such other obligation shall be satisfied by deposits made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.11.

Voluntary Prepayments. The Borrower shall have the right to Borrowers may prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), and in whole or in part from the Revolving Loan Advances, the Term Loan, and/or the Delayed Draw Term Loan then outstanding at any time to time on the following terms and conditions: upon three (a3) the Borrower shall give Business Days prior written notice by the Administrative Agent at the Administrative Agent’s Office written notice Borrower to Lender (or telephonic notice promptly confirmed or, in writing) of its intent any case, such shorter time period then agreed to make such prepaymentby Lender), the amount of such prepayment and (to be made by the payment of the principal amount to be prepaid and, in the case of LIBOR Loans) any prepayments of the specific Borrowing(s) pursuant Term Loan or the SMRH:0000-0000-0000.14 -4- Delayed Draw Term Loan, accrued and unpaid interest thereon to which madethe date fixed for prepayment; provided, which notice shall be given by the Borrower no later than however, Borrowers may not voluntarily partially prepay (i) the Revolving Loan Advances then outstanding in a principal amount less than the case lesser of Term Loans or (1) $100,000 and (2) the Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans)Exposure, 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on Term Loan and/or the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Delayed Draw Term Loans or Revolving Credit Loans shall be Loan then outstanding in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; lesser of (A) $500,000 and (cB) any prepayment of LIBOR the Term Loans Loan or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance Delayed Draw Term Loan, as applicable, then outstanding. Such written notice by the Administrative Borrower with to Lender shall, if applicable, indicate whether all or a portion (and if the applicable provisions of Section 2.12. Each such notice shall specify the date and amount latter, in what amount) of such prepayment and the Class(es) and Type(s) of Loans should be applied to be prepaidprepay outstanding GKF Revolving Advances. If the Administrative Borrower gives such notice is given by the Borrowernotice, the Borrower shall then Borrowers’ prepayment obligation hereunder will be irrevocable, and Borrowers will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein; provided that . Notwithstanding the Borrower may rescind foregoing, any such notice if such of prepayment would have resulted from a delivered in connection with any refinancing of all of the then outstanding Loans, which Obligations hereunder with the proceeds of such refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class any incurrence of Term Loans in such manner as the Borrower Indebtedness may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orbe, if not expressly so specified on or prior stated to be, contingent upon the time consummation of such voluntary prepayment, ratably refinancing or incurrence and may be revoked by Borrowers in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to event such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall refinancing is not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderconsummated.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditionsconditions and subject to clause (b) and (c) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three Business Days) prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify At the date and amount Borrower’s election, prepayments of such prepayment Terms Loans pursuant to this Section 5.1 may be applied (i) pro rata among the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and, the Tranche B-3 Term Loans, the Tranche B-4 Term Loans and the Class(esTranche B-5 Term Loans or (ii) and Type(s) among the Class or Classes of Term Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that as the Borrower may rescind specify, subject to the pro rata application to Loans outstanding within any such notice if such prepayment would have resulted from a refinancing Class of all of the then outstanding Term Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class Loans in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Each prepayment of Revolving Credit Loans (other than any prepayment made in connection with a reduction of Revolving Credit Commitments pursuant to Section 4.2 or 4.3) shall be automatically applied pro rata among Tranche R-1 Revolving Credit Loans and Tranche R-2 Revolving Credit Loans.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to other than reimbursement of Lenders’ costs in accordance with Section 2.202.11), in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower Company shall give the Administrative Agent prior to 12:00 P.M. (noon) (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers’ intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowers’ intent to prepay LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment, the date of prepayment (which shall be a Business Day) and (the Types of Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (A) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided provided, that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Company shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Revolving Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as Revolving Loans; provided, that at the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the BorrowerCompany’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.205.01(b)), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans a LIBOR Loans, 11:00 a.m. (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City Central time) one three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 11:00 a.m. on the same day as(Central time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 5.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 5.01 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Repayment Amounts, and/or any New Term Loan Repayment Amounts applicable to such Class Amounts, as the case may be, in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderdetermine.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditionsconditions and subject to clause (b) and (c) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Any Borrower shall have the right may, from time to time at its option, prepay Term Loans and Revolving Credit Loans, in each case, any Loan without premium or penalty (but subject to Section 2.20)or permanently reduce the Available Credit of the Credit Facility, in whole or in part from time to time on the following terms and conditionsprovided that: (a) any prepayment is in an amount equal to a minimum of $100,000 depending upon the currency of repayment and any reduction is in a minimum amount of $100,000; (b) the Borrower shall give pays concurrently with any such prepayment all interest accrued on the Administrative Agent at amount prepaid together with breakage costs, if any, incurred by the Administrative Agent’s Office Lenders as a result of any such prepayment; (c) the Lenders receive written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by specifying the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 amount and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in Any such notice shall be due irrevocable and payable on the date specified thereinBorrowers shall be bound to prepay in accordance with such notice; provided that the Borrower and (i) outstanding B/As may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise prepaid but may be delayed. Each prepayment defeased by any Borrower cash collateralizing the face amounts of such B/As, in respect of Term Loans pursuant which the provisions of Section 2.5.10 shall apply on a mutatis mutandis basis (provided that in the case of B/A Equivalent Loans, the Lenders at their option may accept prepayment in cash of the face amount of such B/A Equivalent Loan in lieu of accepting cash collateral). 2.11 Alternate Rate of Interest If prior to this Section 5.1 shall be the commencement of any Interest Period for a SOFR Borrowing or any Contract Period for any B/A Borrowing: (a) applied to the Lenders determine that adequate and reasonable means do not exist for ascertaining SOFR or CDOR for such Class of Term Loans in such manner as the Borrower may determine and Interest Period or Contract Period; or (b) applied the Lenders determine that SOFR or CDOR for such Interest Period or Contract Period will not adequately and fairly reflect the cost to reduce Term Loan Repayment Amounts applicable the Lenders of making or maintaining SOFR Loans or B/As (or B/A Equivalent Loans) included in such Borrowing for such Interest Period or Contract Period; then the Lenders shall give notice thereof to the Borrowers by telephone as promptly as practicable thereafter and, until the Lenders notify the Borrowers that the circumstances giving rise to such Class in such order notice no longer exist, (i) any Borrowing Request that requests the continuation of any Borrowing as the Borrower may determine oran affected SOFR Borrowing or B/A Borrowing shall be deemed to request conversion to a U.S. Base Rate Borrowing or a Canadian Prime Borrowing (as applicable), if not so specified on and (ii) any Borrowing Request that requests an affected SOFR Borrowing or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to B/A Borrowing shall be made by the Borrower pursuant to Section 2.5(b) as a U.S. Base Rate Borrowing or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderCanadian Prime Borrowing (as applicable).

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Loans in whole or in part from time to time time, without premium or penalty, on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s 's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (and, in the case of LIBOR Reserve Adjusted Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000500,000 and integral multiples of $100,000 in excess of that amount; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or Portion thereof) shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit LoansAmount; and (ciii) any prepayment of LIBOR Term Reserve Adjusted Eurodollar Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 3.01 on any day other than the last day of an Interest Period applicable thereto thereto. Voluntary prepayments of Term Loans shall be subject applied to compliance the prepayment of the outstanding principal amount of Term Loans pro rata between the A Term Loans and the B Term Loans. Voluntary prepayments of Loans under the A Term Loan Facility shall be applied to the prepayment of the outstanding principal amount of A Term Loans pro rata to all remaining Scheduled A Term Loans Principal Payments such that each Scheduled A Term Loans Principal Payment then remaining shall be reduced by an amount equal to the Borrower with product of (A) such payment and (B) a fraction of which the applicable provisions of Section 2.12. Each such notice shall specify numerator is equal to the date and amount of such prepayment Scheduled A Term Loans Principal Payment then remaining and the Class(es) and Type(s) denominator is equal to the amount of all Scheduled A Term Loans Principal Payments remaining. Voluntary prepayments of Loans to be prepaid. If such notice is given by under the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce B Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment Facility shall not be applied to any the prepayment of the outstanding principal amount of B Term Loan or Revolving Credit Loan Loans pro rata to all remaining Scheduled B Term Loans Principal Payments such that each Scheduled B Term Loans Principal Payment then remaining shall be reduced by an amount equal to the product of (A) such payment and (B) a Defaulting Lenderfraction of which the numerator is equal to the amount of such Scheduled B Term Loans Principal Payment then remaining and the denominator is equal to the amount of all Scheduled B Term Loans Principal Payments remaining.

Voluntary Prepayments. The Borrower Company shall have the right to voluntarily prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Advances in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentupon giving, the amount of such prepayment and (in the case of a LIBOR LoansRate Advance, two (2) Business Days' prior written notice to the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) Agent and in the case of Term Loans or Revolving Credit Loans an Alternate Base Rate Advance written notice by 11:00 a.m. (other than Revolving Credit Loans that are ABR Loans)Houston, 12:00 noon (New York City Texas time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and to the Agent. Upon receipt of such notice, the Agent shall promptly be transmitted by the Administrative Agent to notify each applicable Lender of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 contents thereof and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Lender's percentage participation of Loans to be prepaidsuch prepayment. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be therein and (a) applied no LIBOR Rate Advance may be prepaid prior to the last day of its Interest Period unless, simultaneously therewith, the Company pays to the Agent for the benefit of the affected Lenders, all sums necessary to compensate such Class of Term Loans Lenders for all costs and expenses resulting from such prepayment, as reasonably determined by such Lenders, including but not limited to those costs described in such manner as the Borrower may determine and Section 2.17 hereof; (b) each partial prepayment shall be made (i) in the case of a prepayment of a LIBOR Rate Advance, in a minimum aggregate principal amount of $1,000,000 and integral multiples of $100,000, and (ii) in the case of a prepayment of an Alternate Base Rate Advance, in a minimum aggregate amount of $250,000 and integral multiples of $50,000; and (c) during the Acquisition Facility Funding Period, each prepayment of any Loans, other than Revolving Loans shall be applied pro rata to reduce each remaining principal installment of the Term Loan Repayment Amounts applicable to such Class in such order as and the Borrower may determine orESOP Loan. After the Acquisition Facility Funding Period, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms each prepayment of any Other Loans, other than Revolving Loans shall be applied pro rata to each remaining principal installment of the Term Loan, ESOP Loan and Acquisition Facility Loans entitled to such prepaymentuntil repayment of the Term Loan, ESOP Loan and Acquisition Facility Loans in full. At The amount of the Borrower’s election in connection with any prepayment pursuant to this Section 5.1Term Loan, such prepayment shall ESOP Loan and Acquisition Facility Loan prepaid may not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderreborrowed.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans Loans, Term C Loans, and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(b) and Section (A)(4) of the 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans or Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans or Term SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans or Term SOFR Loans), 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans, Term C Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; provided that no 151 partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans Term SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans Term SOFR Loans, as applicable, made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Term SOFR Loans; , as applicable, and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Term SOFR Loans pursuant to this Section 5.1 on any day other than 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 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans and Term C Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine ordetermine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans or Term C Loans as between existing Classes of Term Loans or Term C Loans, if not so specified on or prior as applicable, the Borrower shall be deemed to have elected that (i) in the time case of Term Loans, such voluntary prepayment, ratably prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified and (ii) in the case of Term C Loans, such prepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepayment(e), as applicable. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(a) with respect to the Initial Term Loans or as otherwise provided with respect to Term Loans incurred after the Closing Date and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans or SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans or SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans) or, 10:00 a.m. on (y) three Business Days prior to (in the same day as, case of LIBOR Loans) or (z) three U.S. Government Securities Business Days prior to (in the date case of SOFR Loans) such prepayment and shall be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; Lender, (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans or Revolving Credit SOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000excess thereof; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans; , as applicable and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans pursuant to this Section 5.1 on any day other than 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 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine and determine, (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orand (c) applied to reduce the Type of Term Loans in the applicable Class as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans as between Classes of Term Loans, if not so specified on or prior the Borrower shall be deemed to have elected that such prepayment be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity to on a pro rata basis with the remaining amortization payments required to be made by applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. If the Borrower pursuant to Section 2.5(b) or does not specify the terms Type of any Other Term Loans entitled in the applicable Class, the Administrative Agent may make such designation in its reasonable discretion with a view, but no obligation, to such prepaymentminimize breakage costs owing under Section 2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right (a) Borrowers may, upon notice from Borrowing Agent to prepay Term Loans Agent, at any time or from time to time, and Revolving Credit Loans, in each case, without premium or penalty (but subject to the provisions of Section 2.20)2.3(b) below, voluntarily prepay Advances in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (without premium or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentpenalty; provided, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madethat, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans such notice must be received by Agent not later than 3:00 p.m. (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City timeA) one three Business Day Days prior to or any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Domestic Rate Loans; and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial any prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 and 500,000 in an aggregate excess thereof, or, if less, the entire principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and the Class(esprepayment, (ii) and Type(s) of Loans whether such Advances to be prepaidprepaid are (x) Revolving Advances or FILO Advances, and (y) LIBOR Rate Loans or Domestic Rate Loans, and (iii) if LIBOR Rate Loans, the Interest Period(s) thereof. Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Revolving Commitment Percentage or FILO Commitment Percentage, as applicable, of such prepayment. If such notice is given by the BorrowerBorrowing Agent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any provided, that, such notice if may be conditioned upon the effectiveness of other credit facilities, in which case such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not notice may be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant revoked by Borrowers (by notice to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Agent on or prior to the time specified effective date) if such condition is not satisfied. Any prepayment of such voluntary prepaymenta LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, ratably in direct order of maturity to the remaining amortization payments together with any additional amounts required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment2.2(i). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, Each such prepayment shall not be applied to any Term Loan the Revolving Advances or FILO Advances, as applicable, of the Lenders in accordance with their respective Revolving Credit Loan of a Defaulting LenderCommitment Percentages or FILO Commitment Percentages, as applicable.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(c), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 2:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR LIBOR Loans), 12:00 noon (New York City time) one three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $100,000 U.S.$250,000 and in an aggregate principal multiples of U.S.$100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of at least $1,000,000U.S.$250,000 and in multiples of U.S.$100,000 in excess thereof; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) in the case of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with thereto, the applicable provisions Borrower shall, promptly after receipt of Section 2.12. Each a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such notice shall specify amount), pay to the date and amount Administrative Agent for the account of such prepayment and the Class(es) and Type(s) of Loans Lender any amounts required pursuant to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedSection 2.11. Each prepayment in respect of Term any Loans pursuant to this Section 5.1 shall be (a1) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initialany 2019 Refinancing Term Loan Repayment Amounts applicable to such Class Amounts, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may determine orspecify. Notwithstanding the foregoing, if not so specified on or prior to the time six-month anniversary of the Closing Date, all prepayments pursuant to this Section 5.1(a) shall behave been applied to the outstanding Initial Term B-2 Loans until such voluntary prepaymentInitial Term B-2 Loans, ratably together with all accrued but unpaid interest thereon, have been paid in full. Subject to the immediately preceding sentence, in the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity to on a pro rata basis with the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) applicable Class or the terms Classes, if a Class or Classes were specified, or among all Classes of any Other Term Loans entitled to such prepaymentthen outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to may at any time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office --------------------- least five days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than Lender (i) in voluntarily prepay all or part of either of the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each voluntarily prepay all or part of the relevant LendersRevolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (bA) each partial prepayment of any Borrowing of Term Loans such prepayments or Revolving Credit Loans reductions shall be in a multiple -------- minimum amount of $100,000 1,000,000 and integral multiples of $500,000 in an aggregate principal amount excess of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR such amount, (B) the Revolving Credit Loans made pursuant to a single Borrowing Loan Commitment shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; greater of (1) $10,000,000 and (c2) the L/C Sublimit, and (C) if all or any part of any such prepayment is applied to reduce the then outstanding principal amount of LIBOR Term Loan B, then, after giving effect to such prepayment, Borrower shall have Net Borrowing Availability of not less than $2,000,000. Borrower may at any time on at least ten days' prior written notice to Lender terminate the Revolving Loan Commitment; provided, that upon such termination -------- all Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day and other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date immediately due and amount of such prepayment payable in full and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make arrangements, in accordance with the terms and conditions of Annex B, for the satisfaction of any outstanding Letter of Credit Obligations. ------- Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by payment of the fee required by Section 1.9(c), if any, Lender's out-of-pocket expenses, and payment of any ------------- LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such --------------- prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, 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. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment and the payment amount specified in such notice shall is to be due and payable on the date specified thereinapplied; provided provided, that the Borrower may rescind any such notice if such partial prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be -------- A made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any prepay the scheduled installments of Term Loan or Revolving Credit Loan A in inverse order of a Defaulting Lendermaturity.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower Parent Borrower, on behalf of the Borrowers, shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit LIBOR Loans, one Business Day prior to, (ii) in the case of ABR Loans (other than Revolving Credit Swingline Loans that are ABR Loansand Protective Advances), 12:00 noon (New York City time) one Business Day prior to or (iiiii) in the case of Revolving Credit Swingline Loans that are ABR Loansand Protective Advances, 10:00 a.m. on the same day ason, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $100,000 10,000,000, (ii) any ABR Loans (other than Swingline Loans and Protective Advances) shall be in an aggregate principal a minimum amount of at least $1,000,0001,000,000 and (iii) Swingline Loans shall be in a minimum amount of $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Parent Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment2.11. At the Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have may, at its option, at any time and from time to time, prepay the right to prepay Term Revolving Credit Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)the Reimbursement Obligations, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentpart, the amount of such prepayment and (upon giving, in the case of any LIBOR Loans) Loan, three Business Days’ prior written notice to the specific Borrowing(s) pursuant Administrative Agent, and, in the case of any Base Rate Loan, prior written notice on the same Business Day to which made, which the Administrative Agent. Such notice shall be given by the Borrower no later than specify (i1) in the case of Term any prepayment of Revolving Credit Loans, the date and amount of prepayment and whether the prepayment is of LIBOR Loans, Base Rate Loans or Revolving Credit Loans a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each; and (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii2) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify Reimbursement Obligations, the date and amount of such prepayment prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the Class(es) amount allocable to each of such Reimbursement Obligations. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and Type(s) of Loans to be prepaidsuch Lender’s Revolving Credit Percentage of such prepayment. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that , together with (if a LIBOR Loan is prepaid other than at the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all end of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedInterest Period applicable thereto) any amounts payable pursuant to Section 2.18. Each prepayment in respect Prepayments of Term the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section 5.1 2.10(c) shall be (a) applied applied, first, to such Class payment of Term the Revolving Credit Loans then outstanding, and second, to payment of any Reimbursement Obligations then outstanding, third, to Cover any outstanding Letter of Credit Liability. Each prepayment of Base Rate Loans shall be in such manner as the Borrower may determine minimum principal amount of $100,000 and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as integral multiples of $100,000 and each prepayment of LIBOR Loans shall be in the Borrower may determine minimum principal amount of $1,000,000 and in integral multiples of $100,000 or, if not so specified in the case of either Base Rate Loans or LIBOR Loans, the aggregate principal balance outstanding on or prior the Revolving Credit Loans and the Reimbursement Obligations, as applicable. No prepayment of a LIBOR Loan shall be made which would result in the remaining outstanding balance of such LIBOR Loan being an amount less than $1,000,000, and any payment of LIBOR Loans made on any day other than the last day of the applicable Interest Period shall be subject to the time payment of such voluntary prepayment, ratably the amounts specified in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.18.

Voluntary Prepayments. The (a) Borrower shall have the right to prepay Term any or all of the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Agent by 12:00 noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto; (iii) Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.2 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5; (iv) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing provided, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage of all Loans then outstanding. Voluntary prepayments of Term Loans may not be made utilizing proceeds of Revolving Loans or Swing Line Loans and shall be applied first to the Scheduled Term A Repayments and the Scheduled Term B Repayments due within the 6 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied in proportional amounts equal to the Term A Percentage and Term B Percentage (in each case, after giving effect to the prepayments made to the Scheduled Term A Repayments and Scheduled Term B Repayments due within such 6 month period as specified above), as the case may be, of such remaining prepayment, if any, and within each Term Loan, shall be applied to reduce the remaining Scheduled Term A Repayments and Scheduled Term B Repayments on a pro rata basis. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.2 are for the benefit of Agent and may be waived unilaterally by Agent.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at the Administrative Agent’s its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 500,000 (or $100,000 in the case of Swingline Loans), provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any prepayment prepayments of LIBOR Term Eurodollar Loans or LIBOR Revolving Credit Loans made pursuant to this Section 5.1 4.01(a) may only be made on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided except that the Borrower may rescind make prepayments of Eurodollar Loans on a day which is not the last day of an Interest Period applicable to the Loans being prepaid so long as the Borrower shall compensate each Bank for any breakage costs and any other amounts due such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each Bank in accordance with Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; (v) except as provided below in this clause (v), each voluntary prepayment of Term Loans pursuant to this Section 5.1 4.01(a) shall be applied pro rata to each Tranche of Term Loans (with each Tranche of Term Loans to be allocated its respective Term Loan Percentage of the amount to be applied), and (a) in the case of repayments of Tranche A Term Loans, such repayments shall be applied to such Class reduce the then remaining Tranche A Term Loan Scheduled Repayments pro rata based upon the then remaining amount of each Tranche A Term Loans in such manner as the Borrower may determine Loan Scheduled Repayment after giving effect to all prior reductions thereto, and (b) in the case of repayments of Tranche B Term Loans, such repayments shall be applied to reduce the then remaining Tranche B Scheduled Term Loan Scheduled Repayments pro rata based upon the then remaining amount of each Tranche B Term Loan Scheduled Repayment Amounts applicable after giving effect to such Class in such order as the Borrower may determine orall prior reductions thereto, if not so specified on or prior to the time provided that (A) any voluntary prepayment of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.14.01(a) which are made with proceeds of the Retained Excess Cash Flow Amount or with proceeds of the Retained Net Equity Proceeds Amount may be applied, at the Borrower's option (and upon written notice to the Administrative Agent at the time notice of such prepayment shall not be applied is given by the Borrower), to any prepay only one Tranche of Term Loan or Revolving Credit Loan of a Defaulting Lender.Loans, and with

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving 128 LPL – Conformed A&R Credit Loan of a Defaulting Lender.Agreement

Voluntary Prepayments. The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Loan in whole or in part from time to time on the following terms and conditions: without premium or penalty; provided that (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written such notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall must be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to each any date of prepayment of LIBOR Borrowings, and (ii) on the relevant Lendersdate of prepayment of Adjusted Base Rate Borrowings; and (b) each partial any voluntary prepayment of any Borrowing of the Term Loans or Revolving Credit Loans Loan shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than One Million Dollars ($1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12). Each such notice shall specify the date and amount of such prepayment and and, if LIBOR Borrowings at the Class(es) and Type(s) of Loans Adjusted LIBOR Rate are to be prepaid, the Interest Period(s) of such LIBOR Borrowings. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Term Loan Commitment Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that . Any prepayment of a LIBOR Borrowing at the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 Adjusted LIBOR Rate shall be (a) applied to such Class of Term Loans in such manner as accompanied by all accrued interest on the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine oramount prepaid, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments together with any additional amounts required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment2.07.3. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, Each such prepayment shall not be applied to any the Term Loan or Revolving Credit in accordance with the Term Loan Commitment Percentages of a Defaulting Lenderthe Lenders.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to may at any time on the following terms and conditions: at least five (a5) the Borrower shall give the days' prior written notice to Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in voluntarily prepay all or part of any of the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or and/or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each voluntarily prepay all or part of the relevant LendersRevolving Loan and permanently reduce (but not terminate the Revolving Loan Commitment; provided that (bA) each partial prepayment of any Borrowing of Term Loans such prepayments or Revolving Credit Loans reductions shall be in a multiple minimum amount of $100,000 1,000,000 and integral multiples of $250,000 in an aggregate principal excess of such amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR and (B) the Revolving Credit Loans made pursuant to a single Borrowing Loan Commitment shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing not be reduced to an amount less than $15,000,000. Borrower may at any time on at least five (5) days' prior written notice to Administrative Agent terminate the Minimum Borrowing Amount for LIBOR Term Revolving Loan Commitment, provided that upon such termination all Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the Borrower payment of the fee required by Section 1.9, if any, plus the payment of any LIBOR funding breakage costs in accordance with the applicable provisions of Section 2.121.13(b). Each such notice shall specify the date and amount of Upon any such prepayment and reduction or termination of the Class(es) and Type(s) Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Loans to Credit Obligations be prepaid. If such notice is given by incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as 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 thereincase may be; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all permanent reduction of the then outstanding LoansRevolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit (as defined in Annex B), which refinancing provided that the L/C Sublimit shall not be consummated or shall otherwise be delayedmore than 50% of the Revolving Loan Commitment. Each notice of partial prepayment in respect shall designate the Loan or other Obligations to which such prepayment is to be applied, provided that any partial prepayments of any of the Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any prepay the scheduled installments of the respective Term Loan or Revolving Credit Loan in inverse order of a Defaulting Lendermaturity.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, in each caseReplacement Revolving Credit Loans, Extended Revolving Credit Loans and Swingline Loans, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) one Business Day prior to or (iix) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by (in the case of Base Rate Loans, including Swingline Loans) or (y) three Business Days prior to the date of such prepayment (in the case of Term SOFR Loans) (or such later date as the Administrative Agent to may reasonably agree), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders; Lenders or the relevant Swingline Lender, as the case may be, (b2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 (or such other amount as the Borrower and the Administrative Agent shall agree) and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term SOFR Loans or LIBOR Revolving Credit Loans; and (c3) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class in such order as the Borrower may determine orand may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, if the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not so specified on specify the order in which to apply prepayments to reduce Repayment Amounts or prior as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity and on a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(bprovisions of Sections 5.2(d) or the terms of any Other Term Loans entitled to such prepaymentand 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Reductions in Commitments. Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to may at any time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office least 5 days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than Agent (i) in voluntarily prepay all or part of the case of Term Loans Loan or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans)CapEx Loan, 12:00 noon (New York City time) one Business Day prior to or (ii) in permanently reduce (but not terminate) the case of Revolving Credit Loans Loan Commitment and/or (iii) permanently reduce or terminate the CapEx Loan Commitment; provided that are ABR Loans, 10:00 a.m. on the same day as, the date of (A) any such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans prepayments or Revolving Credit Loans reductions shall be in a multiple minimum amount of $100,000 500,000 and integral multiples of $250,000 in an aggregate principal amount excess of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR such amount, (B) the Revolving Credit Loans made pursuant to a single Borrowing Loan Commitment shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR amount of the Revolving Credit Loans; Loan then outstanding, (C) the CapEx Loan Commitment shall not be reduced to an amount less than the amount of the CapEx Loan then outstanding and (cD) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). In addition, Borrower may at any prepayment of LIBOR Term time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day and other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable on in full. Any voluntary prepayment of the date specified thereinTerm Loan or CapEx Loan and any reduction or termination of the Revolving Loan Commitment or the CapEx Loan Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be. Upon any such reduction or termination of the CapEx Loan Commitment, Borrower's right to request CapEx Advances shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all partial prepayments of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be CapEx Loan made by the or on behalf of Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any prepay the scheduled installments of Borrower's Term Loan or Revolving Credit Loan CapEx Loan, as the case may be, in inverse order of a Defaulting Lendermaturity.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Tranche A Repayment Amounts applicable to such Class or Tranche B Repayment Amounts, as the case may be, in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay the Term Loans and Revolving Credit A Loans, in each casethe Term B Loans, without premium the Revolving Loans or penalty (but subject to Section 2.20)the Acquisition Term Loans, in whole or in part from time to time time, without premium or penalty, on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s 's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (whether such prepayment is in respect of the Revolving Loans, in the case of LIBOR Reserve Adjusted Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Reserve Adjusted Eurodollar Loans were made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant LendersBanks; (b) each partial prepayment of any a Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000100,000 and in integral multiples of $100,000 in excess of that amount (or, if less, in an amount equal to the entire remaining principal balance of the Loan or the Borrowing so repaid); provided PROVIDED, HOWEVER, that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or portion thereof) shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans(other than $0); and (c) any prepayment of LIBOR Term Reserve Adjusted Eurodollar Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 3.02 on any day other than the last day of an Interest Period applicable thereto thereto. Voluntary prepayments of Loans other than specified prepayments of the Revolving Loans shall first be subject applied pro rata (i) first, if made (x) prior to compliance by the Borrower with Acquisition Term Loan Commitment Termination Date to the applicable provisions of Section 2.12. Each such notice shall specify the date and outstanding principal amount of such prepayment each of the Term A Loans and the Class(es) and Type(s) of Term B Loans to be prepaid. If such notice is given by reduce all remaining Scheduled Term A Loan Principal Payments and all remaining Scheduled Term B Loan Principal Payments, in each case on a pro rata basis and in order of maturity, or (y) on or after the BorrowerAcquisition Term Loan Commitment Termination Date, to the outstanding principal amount of each of the Term A Loans, the Borrower shall make such prepayment Term B Loans and the payment amount specified Acquisition Term Loan to reduce all remaining Scheduled Term A Loan Principal Payments, all remaining Scheduled Term B Loan Principal Payments and all remaining Scheduled Acquisition Term Loan Principal Payments, in such notice shall be due each case on a pro rata basis and payable on in order of maturity, (ii) second, if made (x) prior to the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of Acquisition Term Loan Commitment Termination Date, to the then outstanding Loans, which refinancing principal amount of the Acquisition Term Loans if any; PROVIDED that any amount so prepaid pursuant to this subclause (x) shall permanently reduce the Acquisition Term Loan Commitments and any amounts so prepaid shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine available for reborrowing, and (by) applied if made on or after the Acquisition Term Loan Commitment Termination Date, to reduce Term Loan Repayment Amounts applicable the outstanding principal amount of the Revolving Loans and (iii) third, to such Class in such order as reduce the Borrower may determine or, if not so specified on or prior to outstanding principal amount of the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderLoans.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Rate Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Term SOFR Rate Loans), or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Rate Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit SOFR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term SOFR Rate Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Rate Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class in such order as the Borrower may determine orand may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, if the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not so specified on specify the order in which to apply prepayments to reduce Repayment Amounts or prior as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepaymentand Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to other than reimbursement of Lenders’ costs in accordance with Section 2.202.11), in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower Company shall give the Administrative Agent prior to 12:00 P.M. (noon) (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers’ intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowers’ intent to prepay Term SOFR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment, the date of prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by a Business Day) and the Borrower no later than (i) Types of Loans to be prepaid and, in the case of Term SOFR Loans, the specific Borrowing or Borrowings pursuant to which such Term SOFR Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans)were made, 12:00 noon (New York City time) one Business Day prior to or (ii) and which notice the Administrative Agent shall, except in the case of Revolving Credit Loans that are ABR a prepayment of Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (A) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) each partial prepayment of LIBOR Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided, that if any partial prepayment of Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR applicable thereto, then such Borrowing may not be continued as a Borrowing of Term SOFR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Company shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Revolving Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as Revolving Loans; provided, that at the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the BorrowerCompany’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditionsconditions and subject to clause (b) and (c) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three Business Days) prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify At the date and amount Borrower’s election, prepayments of such prepayment Terms Loans pursuant to this Section 5.1 may be applied (i) pro rata among the Tranche B-1 Term Loans and the Class(esTranche B-2 Term Loans or (ii) and Type(s) among the Class or Classes of Term Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that as the Borrower may rescind specify, subject to the pro rata application to Loans outstanding within any such notice if such prepayment would have resulted from a refinancing Class of all of the then outstanding Term Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class AmountsTerm Loans in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.. Each prepayment of Revolving Credit Loans (other than any prepayment made in connection with a reduction of Revolving Credit Commitments pursuant to Section 4.2 or 4.3) shall be automatically applied pro rata among Tranche R-1

Voluntary Prepayments. The (a) Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Agent by 12:00 noon (New York City time) (x) on the date of prepayment with respect to Revolving Loans and Swing Line Loans which are Base Rate Loans, (y) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment with respect to Term Loans that are Base Rate Loans and (z) at least three Business Days prior to the date of such prepayment with respect to Eurodollar Loans and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto; (iii) Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5; (iv) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing provided, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Revolver Pro Rata Share of all Revolving Loans then outstanding. Voluntary prepayments of Term Loans shall be applied to the prepayment of the outstanding principal amount of Term Loans in the order of maturity. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of Agent and may be waived unilaterally by Agent.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditionsconditions and subject to clause (b) and (c) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three Business Days) prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify At the date and amount Borrower’s election, prepayments of such prepayment Terms Loans pursuant to this Section 5.1 may be applied (i) pro rata among the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the Class(esTranche B-3 Term Loans or (ii) and Type(s) among the Class or Classes of Term Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that as the Borrower may rescind specify, subject to the pro rata application to Loans outstanding within any such notice if such prepayment would have resulted from a refinancing Class of all of the then outstanding Term Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class Loans in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Each prepayment of Revolving Credit Loans (other than any prepayment made in connection with a reduction of Revolving Credit Commitments pursuant to Section 4.2 or 4.3) shall be automatically applied pro rata among Tranche R-1 Revolving Credit Loans and Tranche R-2 Revolving Credit Loans.

Voluntary Prepayments. The Borrower (a) Borrowers shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (ai) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Address (or telephonic notice promptly confirmed in writing) of its their intent to make such prepaymentprepay the Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), Borrowers to Agent by 12:00 noon (New York City time) one at least three Business Day prior to or (ii) Days, in the case of Revolving Credit Loans that are ABR Eurocurrency Loans, 10:00 a.m. on and one Business Day, in the same day ascase of Base Rate Loans, prior to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term minimum borrowing amount applicable thereto; (iii) Eurocurrency Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.2 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5; (iv) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing provided, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Pro Rata Share of all Revolving Loans then outstanding. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.2 are for the benefit of Agent and may be waived unilaterally by Agent. Amounts prepaid under this Section 4.2(a) may be reborrowed by any Borrower in accordance with the provisions hereof.

Voluntary Prepayments. The (a) Upon 45 days prior written notice to the Lenders, Borrower shall have may prepay at least $50,000,000 of the right to prepay Term principal amount of the Loans and Revolving Credit Loans, in each case, without premium or penalty at any time if the Daily VWAP for the Common Stock has been greater than $12.50 (the “Required Conversion Price”) per share for the thirty (30) Trading Day period immediately preceding such prepayment date. All prepayments under this Section 2.08 shall be accompanied by accrued and unpaid interest (including Permitted Accrued Interest) and Fees on the principal amount to be prepaid to but excluding the date of payment. All prepayments pursuant to this Section 2.08 shall be subject to Section 2.20)2.11. In order to exercise any such election to prepay all or a portion of the Loans, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent shall, at the Administrative Agent’s Office written time it gives notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, arrange for one or more investment banking firms of national reputation to underwrite the amount sale of the Common Stock issuable upon conversion of all shares of Preferred Stock that are issuable upon exchange of the Loans pursuant to an underwriting agreement on customary terms for similar offerings of securities. In the event the underwriter(s) are unable to arrange for the sale of such Common Stock at a price at least equal to the Required Conversion Price, the Borrower’s notice of prepayment shall be deemed to have been withdrawn. The Required Lenders at their sole discretion, and without regard to whether the underwriter is able to obtain the Required Conversion Price, may notify the Borrower within five (in 5) days of notice of prepayment of their election not to proceed with an offering of Common Stock and of their election to exchange and retain Preferred Stock. At the case time the Borrower gives any notice of LIBOR Loans) prepayment, it will deliver the specific Borrowing(s) information and take the actions required pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000Section 5.15; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or made prior to the time termination of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by waiting period under the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderHSR Act.

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the such Borrower shall give the Administrative Agent (x) prior to 10:00 A.M. (New York time) at the Administrative AgentNotice Office on the date of such prepayment in the case of Base Rate Loans and (y) prior to 12:00 Noon (New York time) at the Notice Office (1) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay Canadian Prime Rate Loans (other than Swingline Loans), (2) on the date of such prepaymentprepayment in the case of Swingline Loans and (3) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans or Bankers’ Acceptance Loans, which notice (in each case) shall specify whether U.S. Borrower Revolving Loans, Canadian Revolving Loans, European Borrower Revolving Loans, U.S. Borrower Swingline Loans, European Borrower Swingline Loans or Canadian Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Euro Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (x) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans (other than Swingline Loans) pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 5,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that no (x) if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or LIBOR Revolving Credit Loans; effect and (cy) in the case of partial prepayments of any Borrowing of Euro Rate Loans, the European Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, in the case of Euro Rate Loans, the European Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period, unless at such time the European Borrower combines separate Borrowings into one Borrowing, which such Borrowing shall be greater than or equal to the Minimum Borrowing Amount); (iii) each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in Loans, provided that at such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender; and (iv) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of the respective underlying Bankers’ Acceptances or B/A Equivalent Notes, as the case may be.

Voluntary Prepayments. The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: without premium or penalty; provided that (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written such notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall must be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to each any date of prepayment of LIBOR Borrowings, and (ii) on the relevant Lendersdate of prepayment of Adjusted Base Rate Borrowings; and (b) each partial any voluntary prepayment of any Borrowing of the Term Loans or Revolving Credit Loans Loan shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than One Million Dollars ($1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12). Each such notice shall specify the date and amount of such prepayment and and, if LIBOR Borrowings at the Class(es) and Type(s) of Loans Adjusted LIBOR Rate are to be prepaid, the Interest Period(s) of such LIBOR Borrowings. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Term Loan Commitment Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that . Any prepayment of a LIBOR Borrowing at the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 Adjusted LIBOR Rate shall be (a) applied to such Class of Term Loans in such manner as accompanied by all accrued interest on the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine oramount prepaid, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments together with any additional amounts required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment2.07.3. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, Each such prepayment shall not be applied to any the Term Loan or Revolving Credit in accordance with the Term Loan Commitment Percentages of a Defaulting Lenderthe Lenders.

Voluntary Prepayments. The Borrower shall have may at any time on at least three (3) days’ prior notice to Agent and Lenders voluntarily prepay all of the right to prepay Term Loans and Revolving Credit LoansLoan. In addition, in each case, without premium or penalty (but subject to Section 2.20the following sentence, Borrower may at any time on at least three (3) days' prior written notice to Agent and Lenders voluntarily prepay part of the Term Loan; provided that any such partial prepayment shall be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Notwithstanding the preceding sentence, if Borrower has given notice of a voluntary partial prepayment of the Term Loan (such notice, a "Voluntary Partial Prepayment Notice"), in whole or in part from time any Term Lender holding a portion of the Term Loan may elect, by notice to time on Agent prior to the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent prepayment date, to make such prepayment, decline the amount of such voluntary partial prepayment and of the Term Loan to the extent it would be applied to prepay the portion of the Term Loan held by such declining Term Lender assuming none of the Term Lenders declined such prepayment (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madeaggregate amount, which notice shall be given if any, so declined by the Borrower no later than declining Term Lenders in respect of a Voluntary Partial Prepayment Notice, the "Declined Voluntary Prepayment Amount"), in which case (i) in respect of a Voluntary Partial Prepayment Notice Borrower may only prepay the Term Loan, and shall prepay the Term Loan, in each case in an amount equal to the amount of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or the voluntary partial prepayment specified in such Voluntary Partial Prepayment Notice less the Declined Voluntary Prepayment Amount in respect thereof and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans amount prepaid shall be in a multiple applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of $100,000 and in an aggregate principal amount of each Term Lender that did not decline such prepayment. In addition, Borrower may at any time on at least $1,000,00010 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that no partial prepayment of LIBOR Term upon such termination, all Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable on the date specified therein; provided that the Borrower may rescind in full. Any such voluntary prepayment and any such notice if such prepayment would have resulted from a refinancing of all termination of the then outstanding Loans, which refinancing shall not Revolving Loan Commitment must be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made accompanied by the Borrower pursuant to Section 2.5(b) or the terms payment of any Other Term Loans entitled LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such termination of the Revolving Loan Commitment, Borrower's right to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or request Revolving Credit Loan of a Defaulting LenderAdvances shall simultaneously be terminated.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR EurodollarTerm SOFR Rate Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three 114 LPL – Conformed A&R Credit Agreement Business Days prior to (in the case of EurodollarTerm SOFR Rate Loans), or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit EurodollarTerm SOFR Rate Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit EurodollarTerm SOFR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term EurodollarTerm SOFR Rate Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit EurodollarTerm SOFR Rate Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class in such order as the Borrower may determine orand may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, if the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not so specified on specify the order in which to apply prepayments to reduce Repayment Amounts or prior as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepaymentand Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower Company shall have the right to prepay Term Loans and privilege of prepaying the Revolving Credit LoansNotes, in each casethe Y2K Revolving Credit Notes, without premium or penalty (but subject to Section 2.20), and the Supplemental Revolving Credit Notes in whole or in part from (but if in part, then in a minimum amount of $250,000 or such greater amount which is an integral multiple of $50,000) and the Acquisition Financing/Term Notes in whole or in part (but if in part, then in a minimum amount of $500,000 or such greater amount which is an integral multiple of $50,000) at any time upon written notice to the Agent (prior to 12:00 noon Chicago time on any Business Day and any such notice received after such time to time be treated as though received at the opening of business on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madenext Business Day), which notice shall promptly so notify the Lenders, by paying to the Agent for the account of the Lenders the principal amount to be given by the Borrower no later than prepaid and (i) in if such a prepayment prepays the case of Term Loans or Revolving Credit Loans (other than Notes in full and is accompanied by the termination in whole of the Revolving Credit Loans that are ABR Loans)Commitments, 12:00 noon (New York City time) one Business Day prior accrued interest thereon to or the date of prepayment plus any commitment fee which has accrued and is unpaid plus any prepayment fee due under Section 3.8 hereof, (ii) if such a prepayment prepays the Acquisition Financing/Term Notes in the case of Revolving Credit Loans that are ABR Loansfull, 10:00 a.m. on the same day as, accrued interest thereon to the date of such prepayment and shall promptly be transmitted plus, if accompanied by the Administrative Agent to each termination in whole of the relevant Lenders; Acquisition Financing Commitments, any commitment fee which has accrued and is unpaid plus any prepayment fee due under Section 3.8 hereof, (biii) each partial if such a prepayment of any Borrowing of Term Loans or prepays the Supplemental Revolving Credit Loans shall be Notes in a multiple full and is accompanied by the termination in whole of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR the Supplemental Revolving Credit Loans made pursuant Commitments, accrued interest thereon to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) date of prepayment plus any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this fee due under Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.8 hereof, (iv) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all prepays the Y2K Revolving Credit Notes in full and is accompanied by the termination in whole of the then outstanding LoansY2K Revolving Credit Commitments, accrued interest thereon to the date of prepayment plus any commitment fee which refinancing shall not be consummated or shall otherwise be delayed. Each has accrued and is unpaid plus any prepayment in respect of Term Loans pursuant to this fee due under Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine 3.8 hereof, and (bv) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior any amounts due to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Lenders under Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.8 hereof.