Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to --------------------- prepay Loans (other than C Term Loans-Fixed Rate, with any prepayment in respect thereof to be as set forth in the Revolving Loans, any of the C Term Loans or the Swing Line Loans in any combination, Notes-Fixed Rate) in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are B Term Loans, Revolving C Term Loans-Floating Rate, RF Loans or Swing Line AF Loans, the amount of such prepayment pre payment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower prior to the Administrative Agent by 12:00 p.m. Noon (New York City time) at least three Business Days prior in on the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment prepayment, and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided1,000,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans provided that at the Borrower's election in connection --- ---- with any prepayment of RF Loans comprising such Borrowing; providedor AF Loans pursuant to this Section 3.01, that such prepayment shall not be applied to any Revolving RF Loans or AF Loans, as the case may be, of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; and (viv) each voluntary prepayment of Term Loans pursuant to this Section 3.01 shall be applied first to B Term Loans (in an amount equal to the B TF Percentage of such prepayment) and C Term Loans (in an amount equal to the C TF Percentage of such prepayment) and shall reduce the remaining Scheduled Term Repayments of each of the B Term Facility being repaid due within Loans and the 12 month period following the date of such prepayment C Term Loans (x) first, in direct order of maturity andto those Scheduled Repayments which will be due and payable within twelve months after the date of the respective payment and (y) second, thereafterto the extent in excess thereof, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the --- ---- then remaining principal amount of each such Scheduled Term RepaymentsRepayment). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line and Swingline Loans in any combination, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent's Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. no later than (New York City timex) at least three Business Days prior in the case of Eurocurrency Loans and at least Revolving Loans, 11:00 A.M. (New York time) one Business Day prior to, or (y) in the case of Base Rate Loans to Swingline Loans, 11:00 A.M. (New York time) on, 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 applicable Lenders or Swingline Lenders, as the case may be; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided10,000,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)for Eurodollar Loans; and (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans or Swingline Loans, provided that, at the Loans comprising such Borrowing; providedBorrower's election in connection with any prepayment pursuant to this Section 4.01, that such prepayment shall not be applied to any Revolving Loans Loan of an Impaired a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Defaulting Lender exceeds such Non-Impaired Defaulting Lender’s Pro Rata Share 's Percentage of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans . The Borrower shall be applied first not have the right to voluntarily prepay any Competitive Bid Loan without the Scheduled Term Repayments consent of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative AgentLender that has made same. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans without premium or the Swing Line Loans penalty (except as provided in any combinationSection 4.1(b)), in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (ia) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent’s Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and in the case of Eurodollar Term Loans, the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 no later than 1:00 p.m. (New York City time) at least (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to Eurodollar Loans), the date of such prepayment and which notice shall prepayment, (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans shall be in an aggregate Dollar Equivalent principal amount a multiple of at least $5,000,000 1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,0005,000,000; provided, provided that any no partial prepayment of Eurocurrency Eurodollar Term Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Eurodollar Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)for Eurodollar Term Loans; (iiic) Eurocurrency any prepayment of Eurodollar Term Loans may be prepaid pursuant to this Section 4.3 4.1 on any day other than the last day of an Interest Period applicable thereto, or thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 3.5 on any other day; (iv) each 2.11. Each prepayment in respect of any Borrowing tranche of Term Loans pursuant to this Section 4.1(a) shall be applied pro rata among to reduce the Loans comprising Repayment Amount in such Borrowing; providedorder as the Borrower may determine. All prepayments under this Section 4.1 shall also be subject to the provisions of Section 4.2(c). At the Borrower’s election in connection with any prepayment pursuant to this Section 4.1, that such prepayment shall not be applied to any Revolving Loans Term Loan of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; . (vb) each All voluntary prepayment prepayments of Term Loans pursuant to Section 4.1(a) made (i) on or after the Closing Date and on or prior to the first anniversary of the Closing Date shall be applied first accompanied by a prepayment fee equal to the Scheduled Term Repayments 1.00% of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining aggregate principal amount of such Scheduled Term Repayments). Unless otherwise specified by prepayment and (ii) after the Borrower, such prepayment first anniversary of the Closing Date shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agentwithout premium or penalty. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The (a) Each Borrower shall have the right to prepay the Revolving LoansLoans made to such Borrower, any of the Term Loans without premium or the Swing Line Loans in any combinationpenalty, in whole or in part, part at any time and from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (i) the such Borrower shall give the Facility Agent (with a copy to the Administrative Agent irrevocable Agent) prior to 12:00 Noon (London time) at the Notice Office at least three Business Days’ prior written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, which notice shall specify the amount of such prepayment and the Types of Loans to be prepaid and the specific Borrowing or Borrowings pursuant to which such prepayment is to be appliedLoans were made, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice the Facility Agent shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent transmit to each of the applicable LendersLenders (with a copy to the Administrative Agent), provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02(a), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02(a); (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line LoansLoans pursuant to this Section 5.01(a) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000the Minimum Borrowing Amount applicable to the Type of Loans being repaid (or such lesser amount as is acceptable to the Administrative Agent); provided, (iii) such Borrower shall use reasonable efforts to allocate such prepayments in a manner so that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the Borrowings do not remain outstanding Loans made pursuant to such Borrowing to an amount in amounts less than the Minimum Borrowing Amount applicable thereto shall be subject (and, to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on extent such Borrowings would remain outstanding in amounts which are less than the last day of an Interest Period Minimum Borrowing Amount applicable thereto, or subject to Section 3.5 on such Borrower shall repay any other day; Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period) and (iv) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the such Loans; provided that at such Borrower’s election in connection with any prepayment of Loans comprising such Borrowing; providedpursuant to this Section 5.01(a), that such prepayment shall not not, so long as no Default and no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender unless and until the outstanding balance of the Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any all Non-Impaired Lender exceeds Defaulting Lenders equals such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date Defaulting Lenders’ Percentage of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agentoutstanding Loans. B. (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.1(b13.12(b), the Borrower shall have the rightBorrowers may, upon five (5) Business Days’ prior written notice to the Administrative Facility Agent at the Notice Office (which notice the Administrative Facility Agent shall promptly transmit to each of the LendersLenders (with a copy to the Administrative Agent)), to repay all LoansLoans of such Lender, together with accrued and unpaid interest, fees Fees and all other amounts due and then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) in accordance with said with, and subject to the requirements of Section 12.1(b13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (Bi) in the case of the repayment of Loans of any Lender pursuant to this clause (b), (A) the Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (ii) the consents, the consents if any, required by Section 12.1(b13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable Payments Administrator at the Payments Administrator's Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. no later than 11:00 A.M. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent Payments Administrator to each of the applicable Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided25,000,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)for Eurodollar Loans; and (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Loans comprising such Borrowing; providedBorrower's election in connection with any prepayment pursuant to this Section 3.01, that such prepayment shall not be applied to any Revolving Loans Loan of an Impaired Lender a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender Defaulting Bank exceeds such Non-Impaired Lender’s Pro Rata Share Defaulting Bank's Percentage of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the The Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall not have the right, upon five (5) Business Days’ prior written notice right to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all voluntarily prepay any Competitive Bid Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office at least one Business Day's prior written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Revolving Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to no later than 11:00 A.M. on the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and (which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders); (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least (x) $500,000; provided400,000, in the case of Revolving Loans and (y) $1,000,000, in the case of Term Loans, provided that any no partial prepayment of Eurocurrency LIBOR Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Borrowing; Loans, provided, that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting RF Lender’s Pro Rata Share of all Revolving Loans then outstanding; and (viv) each voluntary prepayment of Term Loans pursuant to this Section 4.01 shall be applied first to reduce the remaining Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term RepaymentsRepayment). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Each Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (ia) the applicable Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office Address (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Dollar Revolving Loans, Euro Revolving Loans, Canadian Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the applicable Borrower to the Administrative Agent or Canadian Administrative Agent, as applicable, by 12:00 p.m. noon (New York City time) at least three (3) Business Days prior in the case of Eurocurrency Loans or Canadian Revolving Loans and at least one (1) Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; ; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 1,000,000, Cdn.$1,000,000, €1,000,000 or £1,000,000, as applicable, and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000, €500,000 or £500,000, as applicable; provided, provided that any no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); thereto; (iiic) Eurocurrency Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, thereto or on any other day subject to Section 3.5 on any other day; 3.5; (ivd) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; , provided, however that Canadian Borrower may defense any B/A by depositing with Canadian Administrative Agent an amount equal to the face amount of such maturing B/A, provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Defaulting Lender exceeds such Non-Impaired Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; and (ve) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of all outstanding Term Loans in proportional amounts equal to the applicable Term Facility being repaid due within the 12 month period following the date Percentage of Term Loans with respect to such prepayment in direct order of maturity and, thereafterwithin each Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount Repayments, in inverse order of such Scheduled Term Repayments)maturity. Unless otherwise specified by the applicable Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the applicable Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, prepayment and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The (a) Borrower shall have the right to prepay the Revolving Loans, any or all of the Term Loans or the Swing Line Loans in any combination, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loansprepay, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. noon (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Eurodollar Loans may only be prepaid pursuant to this Section 4.3 4.2 on the last day of an Interest Period applicable thereto, thereto or on any other day subject to Section 3.5 on any other day3.5; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; Borrowing provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Defaulting Lender exceeds such Non-Impaired Defaulting Lender’s Pro Rata Share 's Commitment Percentage of all Revolving Loans then outstanding; (v) each voluntary prepayment . 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 of and the Scheduled Term Facility being repaid B Repayments due within the 12 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 (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine)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 4.3 4.2 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. (b) In the event of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b11.1(b), the Borrower shall have the right, upon five (5) Business Days’ ' prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b11.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b11.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any Loans of the Term Loans or the Swing Line Loans in any combination, a given Tranche in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent’s Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, whether such Loans are Term Loans, Revolving Loans or Swing Line Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to no later than (x) in the Administrative Agent by 12:00 p.m. case of Reference Rate Loans, 11:00 A.M. (New York City time) at least one Business Day prior to, (y) in the case of Eurodollar Loans, 11:00 A.M. (New York time) three Business Days prior to, and (z) in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to Swingline Loans, 11:00 A.M. (New York time) on, 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 applicable Lendersrelevant Lenders entitled thereto; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided10,000,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)for Eurodollar Loans; (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Loans of a given Tranche made pursuant to a given Borrowing shall be applied pro rata among such Loans, provided that at the Loans comprising such Borrowing; providedBorrower’s election in connection with any prepayment pursuant to this Section 4.01, that such prepayment shall not be applied to any Revolving Loans Loan of an Impaired a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Defaulting Lender exceeds such Non-Impaired Defaulting Lender’s Pro Rata Share RL Percentage of all Revolving Loans then outstanding; and (viv) each voluntary prepayment of Term Loans pursuant to this Section 4.01 shall be applied first (I) first, to reduce the four immediately succeeding Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following (after giving effect to all prior reductions thereto) required to be made after the date of such the respective prepayment pursuant to this Section 4.01 in direct order of maturity andand (II) second, thereafterto the extent in excess thereof, shall be applied to reduce the then remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term RepaymentsRepayment after giving effect to all prior reductions thereto). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are A Term Loans, B Term Loans, Bridge Loans, Revolving Loans or Swing Line Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice shall (except in be given by the case Borrower on the day of Swing Line prepayment) and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans) , which notice shall promptly be transmitted by the Administrative Agent to each of the applicable Lenders; , provided that no notice shall be required with respect to any prepayments made with funds received by the Agent from the Blocked Accounts (such funds, "Blocked Account Proceeds") as provided in Section 4.05, which funds shall be applied by the Agent on a daily basis or such other frequency as the Agent may determine, (ii) each partial prepayment of any Borrowing (other than any Borrowing of Swingline Loans or a Borrowing of Swing Line LoansRevolving Loans that is prepaid solely with Blocked Account Proceeds) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided500,000 and, if greater in an integral multiple of $100,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency at the time of any prepayment of Eurodollar Loans may be prepaid pursuant to this Section 4.3 4.01 on any date other than the last day of an the Interest Period applicable thereto, or subject the Borrower shall pay the amounts required pursuant to Section 3.5 on any other day1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that (A) at the Borrower's election in connection with any prepayment of Revolving Loans comprising such Borrowing; providedpursuant to this Section 4.01, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; , and (vB) each voluntary prepayment of Term Loans Blocked Account Proceeds shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity prepay any outstanding Swingline Loans and second to prepay any outstanding Revolving Loans, and, thereafterwith respect to such Revolving Loans, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of prepay any Base Rate Loans and second to prepay any Eurodollar Loans; and (v) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to A Term Loans (in an amount equal to the payment A Term Loan Percentage of such Eurocurrency prepayment) and B Term Loans as (in an amount equal to the B Term Loan Percentage of such prepayment) and shall be applied first to reduce the remaining Scheduled Repayments in the then current fiscal year of the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued A Term Loans and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) B Term Loans in the case direct order of their maturity and second to reduce the remaining Scheduled Repayments of each of the repayment of Revolving A Term Loans of any Revolving Lender pursuant to this clause (b), and the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) B Term Loans in the case inverse order of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedtheir maturity.

Voluntary Prepayments. A. The Each Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, made to it in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedRevolving Loans were made, which notice shall be given by the such Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided1,000,000, provided that any no partial prepayment of Eurocurrency Revolving Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Revolving Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency each prepayment in respect of any Revolving Loans may made pursuant to a Borrowing shall be prepaid applied pro rata among such Revolving Loans; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 4.3 3.01 may only be made on the last day of an Interest Period applicable thereto, or subject thereto unless concurrently with such prepayment any payments required to be made pursuant to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date 1.12 as a result of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments)are made. Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the No Borrower shall have the right, upon five (5) Business Days’ prior written notice right under this Section 3.01 to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans prepay any principal amount of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedCompetitive Bid Loans.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth otherwise provided in Section 4.5(c)this Agreement, from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are A Term Loans, B Term Loans, Revolving Loans or Swing Line Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower prior to the Administrative Agent by 12:00 p.m. 3:00 P.M. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and (x) at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment in the case of Term Loans or Revolving Loans and (y) on the date of such prepayment in the case of Swingline Loans, which notice shall (shall, except in the case of Swing Line Swingline Loans) , promptly be transmitted by the Administrative Agent to each of the applicable LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided500,000 (or $25,000 in the case of Swingline Loans) and in increments of $100,000 (or $10,000, in the case of Swingline Loans) in excess thereof, PROVIDED that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Loans, PROVIDED that at the Borrower's election in connection with any prepayment of Revolving Loans comprising such Borrowing; providedpursuant to this Section 4.01(a), that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender Defaulting Bank exceeds such Non-Impaired Lender’s Pro Rata Share Defaulting Bank's Revolving Percentage of all Revolving Loans then outstanding; (viv) each voluntary prepayment of Term Loans shall be applied first pursuant to this Section 4.01(a) must consist of a prepayment of A Term Loans (in an amount equal to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date A TL Percentage of such prepayment) and B Term Loans (in an amount equal to the B TL Percentage of such prepayment); (v) each prepayment in direct order of maturity and, thereafter, A Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Term A Repayments on a pro rata PRO RATA basis (based upon the then remaining principal amount of each such Scheduled A Repayment); and (vi) each prepayment of B Term Repayments). Unless otherwise specified by Loans pursuant to this Section 4.01(a) shall reduce the Borrower, such prepayment shall be applied first to then remaining Scheduled B Repayments on a PRO RATA basis (based upon the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum then remaining principal amount of any prepayment, and the provisions requiring prepayments in integral multiples above each such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative AgentScheduled B Repayment). B. (b) In the event of certain refusals by a Lender Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders Banks as provided in Section 12.1(b12.12(b), the Borrower shall have the right, upon five (5) Business Days’ ' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), Banks) to repay all Loans, together with accrued and unpaid interest, fees Fees and all other amounts due and owing to such Lender Bank in accordance with said Section 12.1(b), 12.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender Bank pursuant to this clause paragraph (b), ) the Revolving Credit Commitment of such Revolving Lender Bank is terminated concurrently with such repayment pursuant to Section 4.1(b3.02(b) (at which time Annex I shall be deemed modified to reflect the changed Revolving Credit Commitments) and (B) in the case of the repayment of Loans of any Lender, Bank the consents required by Section 12.1(b12.12(b) in connection with the repayment pursuant to this clause paragraph (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Term Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to timetime at the following prepayment prices (expressed as a percentage of the principal amount of the Term Loans being prepaid, without premium or penalty except as the applicable “Prepayment Price”), plus accrued and unpaid interest on the principal amount being prepaid to the prepayment date, if prepaid during the twelve-month period ending on the anniversary of the Effective Date set forth in Section 4.5(c), on the following terms and conditionsbelow: Anniversary Prepayment Price (iTerm Loans) the First Make Whole Premium Second 105% Third 103% Thereafter 100% (b) The Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of (i) its intent to prepay the Loansmake such prepayment, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, (ii) the amount of such prepayment and (iii) in the case of LIBOR Loans, the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by no later than (A) in the Borrower to the Administrative Agent by 12:00 case of LIBOR Loans, 1:00 p.m. (New York City time) at least three two Business Days prior in the case of Eurocurrency Loans to, and at least one Business Day prior (B) in the case of Base Rate Loans to Loans, 1:00 p.m. (New York time) on the date of such prepayment and which notice such prepayment shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable relevant Lenders; , as the case may be. (iic) each Each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loan shall be in an aggregate Dollar Equivalent principal amount a multiple of at least $5,000,000 250,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,0002,500,000; provided, that any no partial prepayment of Eurocurrency LIBOR Loans made pursuant to outstanding under a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding LIBOR Loans made pursuant to outstanding under such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject $100,000. (d) With respect to the ante-penultimate sentence each prepayment of Section 4.5(a); (iii) Eurocurrency Term Loans may be prepaid pursuant to this Section 4.3 2.25, the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided, that the Borrower pay any amounts, if any, required to be paid pursuant to Section 2.26 with respect to prepayments of LIBOR Loans made on any date other than the last day of an the applicable Interest Period applicable theretoPeriod. In the absence of a designation by the Borrower as described in the preceding sentence, or the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that 2.26. Each such prepayment shall not be applied to any Revolving accompanied by all accrued interest on the Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following so prepaid, through the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to Borrowers may prepay the Revolving Loans, any of the Term Loans without premium or the Swing Line Loans in any combination, penalty and in whole or in partpart the Revolving Loan Advances, from the Term Loan, the Delayed Draw Term Loan, the Supplemental Term Loan and/or the Second Supplemental Term Loan then outstanding at any time upon three (3) Business Days prior written notice by the Administrative Borrower to timeLender (or, without premium or penalty except as set forth in Section 4.5(cany case, such shorter time period then agreed to by Lender), on such prepayment to be made by the following terms payment of the principal amount to be prepaid and, in the case of any prepayments of the Term Loan, the Delayed Draw Term Loan, the Supplemental Term Loan or the Second Supplemental Term Loan, accrued and conditions: unpaid interest thereon to the date fixed for prepayment; provided, however, Borrowers may not voluntarily partially prepay (i) the Borrower shall give Revolving Loan Advances then outstanding in a principal amount less than the lesser of (1) $100,000 and (2) the Revolving Exposure, or (ii) the Term Loan, the Delayed Draw Term Loan, the Supplemental Term Loan and/or the Second Supplemental Term Loan then outstanding in a principal amount less than the lesser of (A) $500,000 and (B) the Term Loan, the Delayed Draw Term Loan, the Supplemental Term Loan or the Second Supplemental Term Loan, as applicable, then outstanding. Such written notice by the Administrative Agent irrevocable written notice at its Notice Office Borrower to Lender shall, if applicable, indicate whether all or a portion (or telephonic notice promptly confirmed and if the latter, in writingwhat amount) of its intent such prepayment should be applied to prepay outstanding GKF Revolving Advances. If the LoansAdministrative Borrower gives such notice, whether such Loans are Term Loansthen Borrowers’ prepayment obligation hereunder will be irrevocable, Revolving Loans or Swing Line Loans, the amount of and Borrowers will make such prepayment and the specific Borrowings to which payment amount specified in such prepayment is to notice will be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans due and at least one Business Day prior in the case of Base Rate Loans to payable on the date specified therein. Notwithstanding the foregoing, any such notice of prepayment delivered in connection with any refinancing of all of the Obligations hereunder with the proceeds 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 applicable Lenders; (ii) each partial prepayment refinancing or of any Borrowing (other than a Borrowing incurrence of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; providedIndebtedness may be, that any partial prepayment of Eurocurrency Loans made pursuant if expressly so stated to a single Borrowing that reduces be, contingent upon the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date consummation of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent refinancing or incurrence and may be waived unilaterally revoked by the Administrative Agent. B. In Borrowers in the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender refinancing is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainednot consummated.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, all or any part of the Term outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the Swing Line entire outstanding balance, if less) and subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans in any combinationand Base Rate Loans (or the entire outstanding balance, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(cif less), on any Banking Day; provided that (a) in the following terms and conditions: event of prepayment of any LIBO Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office must provide three (or telephonic notice promptly confirmed in writing3) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Banking Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent prior to making such prepayment, and (which ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, (b) in the 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 shall promptly transmit prior to each making such prepayment, and (ii) Borrower must, at the time of the Lenders)making such prepayment, to repay pay all Loans, together with accrued and but unpaid interest, fees and all other amounts due and owing interest applicable to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) prepayment and (Bc) in Borrower shall not have the case right to prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the repayment terms and conditions of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedCredit Agreement.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Term Loans, any Term C Loans, and Revolving Credit Loans, without premium or penalty (other than as provided in Section Error! Reference source not found. and Section (A)(4) of the 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.10(f) with respect to prepayments of Term SOFR Loans or made on any date other than the Swing Line Loans in any combinationlast day of the applicable Interest Period), in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent’s Office revocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and and, in the case of Term SOFR Loans, the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 no later than 1:00 p.m. (New York City timex) at least three one (1) Business Days Day prior to (in the case of Eurocurrency Loans and at least one ABR Loans) or (y) three (3) Business Day Days prior to (in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Term SOFR Loans) promptly be transmitted by (or, in each case, such shorter time as the Administrative Agent to each of the applicable Lenders; may agree), (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Term Loans) , Term C Loans or Revolving Credit Loans shall be in an aggregate Dollar Equivalent principal amount a multiple of at least $5,000,000 1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,0005,000,000; provided, provided that any no partial prepayment of Eurocurrency Term SOFR Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence for Term SOFR Loans and (c) any prepayment of Section 4.5(a); (iii) Eurocurrency Term SOFR Loans may be prepaid pursuant to this Section 4.3 5.1 on any day prior to the last day of an Interest Period applicable thereto, or thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 3.5 on any other day; (iv) each 2.10(f). Each prepayment in respect of any Borrowing tranche of Term Loans and Term C Loans pursuant to this Section 5.1 shall be (a) applied to 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 Repayment Amounts in such order as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term 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, as applicable, the Borrower shall be deemed to have elected that (i) in the case of Term Loans, such 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 comprising then outstanding, if no Class was specified and (ii) in the case of Term C Loans, such Borrowing; providedprepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(d) or (e), that 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 Revolving Loans Loan of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Term Loans, any of the Term Revolving Credit Loans or the Swing Line Loans in any combination, in whole or in part, from time to timeand Swingline Loans, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: penalty, (ia) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent’s Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and in the case of Eurodollar Loans, the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to no later than (i) in the Administrative Agent by 12:00 case of Term Loans or Revolving Credit Loans, 1:00 p.m. (New York City time) at least three one Business Days Day prior to, or (ii) in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to Swingline Loans, 1:00 p.m. (New York time) on, 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 applicable LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in an aggregate Dollar Equivalent principal amount a multiple of at least $5,000,000 100,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,0001,000,000 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 any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)for Eurodollar Loans; (iiic) Eurocurrency any prepayment of Eurodollar Loans may be prepaid pursuant to this Section 4.3 5.1 on any day other than the last day of an Interest Period applicable thereto, or thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 3.5 on any other day; (iv) each 2.11. Each prepayment in respect of any Borrowing tranche of Term Loans pursuant to this Section 5.1 shall be applied pro rata among to Term Loans in such manner as the Loans comprising such Borrowing; providedBorrower may determine. 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 Revolving Loans Loan of an Impaired Lender at any time when a Defaulting Lender. (b) Any (i) amendment, amendment and restatement or other modification of this Agreement consummated within one (1) year after the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; Effective Date or (vii) each voluntary prepayment of all but not less than all of the Tranche D Term Loans shall be applied first to consummated within one (1) year after the Scheduled Term Repayments Effective Date with the proceeds of the Term Facility being repaid due within the 12 month period following the date a substantially concurrent issuance or incurrence of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis new bank loans (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such which voluntary prepayment shall be applied first deemed to have occurred even if a portion of the payment Tranche D Term Loans are replaced or converted with, into or by such new loans so long as all but not less than all of Base Rate the Tranche D Term Loans and second to are so prepaid) the payment effect of such Eurocurrency Loans as the Borrower shall request (and which, in the absence case of such requesteither clause (i) or clause (ii), as is primarily to decrease the Administrative Agent shall determine). The notice provisions, the provisions Applicable Margin with respect to the minimum Tranche D Term Loans, shall be accompanied by a fee payable to the Tranche D Term Lenders in an amount equal to 1.0% of the aggregate principal amount of any the Tranche D Term Loans then outstanding only if such amendment, prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges replacement or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender conversion is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) not otherwise undertaken in connection with the repayment pursuant to this clause (b) shall have been obtainedanother material transaction or series of related material transactions.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are A Term Loans, Revolving B Term Loans or Swing Line AR Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment with respect to Base Rate Loans and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided500,000 and, if greater in an integral multiple of $100,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency at the time of any prepayment of Eurodollar Loans may be prepaid pursuant to this Section 4.3 4.01 on any date other than the last day of an the Interest Period applicable thereto, or subject the Borrower shall pay the amounts required pursuant to Section 3.5 on any other day1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among the Loans comprising such Borrowing; Loans, provided, that at the Borrower's election in connection with any prepayment of AR Loans pursuant to this Section 4.01 prior to the AR Termination Date, such prepayment shall not be applied to any Revolving AR Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstandinga Defaulting Bank; and (v) each voluntary prepayment of A Term Loans, B Term Loans shall be applied first or, to the Scheduled Term Repayments of extent made after the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity andAR Termination Date, thereafter, AR Loans pursuant to this Section 4.01 shall be applied to reduce the remaining Scheduled Repayments of the A Term Repayments Loans, B Term Loans or AR Loans, as the case may be, on a pro rata PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Term RepaymentsRepayment). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right may at any time on at --------------------- least five days' prior written notice to Lender (i) voluntarily prepay the Revolving Loans, any all or part of either of the Term Loans or (ii) voluntarily prepay all or part of the Swing Line Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such prepayments or reductions shall be in a -------- minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (1) $10,000,000 and (2) 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 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 and other Obligations shall be immediately due and payable in any combinationfull and Borrower shall make arrangements, in whole 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 in part, from time to time, without premium or penalty except as set forth in termination of the Revolving Loan Commitment must be accompanied by payment of the fee required by Section 4.5(c1.9(c), on the following terms if any, Lender's out-of-pocket expenses, and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed payment of any ------------- LIBOR funding breakage costs in writing) of its intent to prepay the Loans, whether accordance with Section 1.13(b). Upon any such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such --------------- prepayment and reduction or termination of the specific Borrowings 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 is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans Term Loan -------- A made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, by Borrower shall be applied to reduce prepay the remaining Scheduled scheduled installments of Term Repayments on a pro rata basis (based upon the then remaining principal amount Loan A in inverse order of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agentmaturity. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c)penalty, on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Defaulting Lender exceeds such Non-Impaired Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (i) The Borrower shall have the right voluntarily to prepay the Loans of any Class in whole or in part from time to time, subject to Section 3.05 and Section 2.09(g) but otherwise without premium or penalty; provided, however, that each partial prepayment of Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each payment pursuant to this Section shall be applied as set forth in Section 2.09(c)(viii). (ii) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) repayments of Term Loans pursuant to this Section 2.09(a)(ii) are not funded with the proceeds of Revolving Loans, the Borrower may prepay the outstanding Term Loans, which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower, and which shall be prepaid on the following basis (and no Lender shall be obligated to participate in any voluntary prepayment pursuant to this Section 2.09(a)(ii), and each Lender’s decision so to participate, or not, shall be made in its sole discretion): (A) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than make a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.09(a)(ii); provided that the Borrower shall be applied first not initiate any action under this Section 2.09(a)(ii) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the Scheduled Term Repayments consummation of the most recent Discounted Term Facility being repaid due Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the 12 month period following Discount Range or at any discount to par value, as applicable, or in the case of the Borrower Solicitation of Discounted Prepayment Offers, the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first ’s election not to accept any Solicited Discounted Prepayment Offers. (1) Subject to the payment of Base Rate Loans and second proviso to the payment of such Eurocurrency Loans as the Borrower shall request subsection (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b)A) above, the Borrower shall have may from time to time offer to make a Discounted Term Loan Prepayment by providing the right, upon Auction Agent with five (5) Business Days’ prior written notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.09(a)(ii)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $5,000,000 in excess thereof (unless otherwise agreed by the Administrative Agent) and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 P.M. on the third Business Day after the date of delivery of such notice to such Lenders (the Administrative “Specified Discount Prepayment Response Date”) (2) Each Term Lender receiving such offer shall notify the Auction Agent (which notice or its delegate) by the Administrative Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall promptly transmit be deemed to have declined the applicable Borrower Offer of Specified Discount Prepayment. (3) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make a prepayment of outstanding Term Loans pursuant to this paragraph (B) to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Discount Prepayment Accepting Lender in accordance with said Section 12.1(bthe respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2) above; provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, so long as and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the case form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the repayment Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Revolving Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of any Revolving Lender pursuant to this clause the relevant Term Loans (bthe “Discount Range Prepayment Amount”), the Revolving Commitment Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Revolving Lender is terminated concurrently Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such repayment event, each such offer will be treated as separate offer pursuant to the terms of this Section 4.1(b2.09(a)(ii)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $5,000,000 in excess thereof (unless otherwise agreed by the Administrative Agent) and (BIV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 P.M. on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal amount and Classes of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the case order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the repayment Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans of equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3)) at the Applicable Discount (each such Term Lender, a “Participating Lender”). (3) If there is at least one Participating Lender, the consents required Borrower will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by Section 12.1(ball Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in connection accordance with the repayment Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and Classes of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and Classes of such Term Lender to be prepaid at the Applicable Discount on such date and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the Class or Classes of Term Loans the applicable Group Company is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this clause Section 2.09(a)(ii)(D)), (bIII) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $5,000,000 in excess thereof (unless otherwise agreed by the Administrative Agent) and (IV) each such solicitation by the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 P.M. on the third Business Day after the date of delivery of such notice to such Term Lenders (the “Solicited Discounted Prepayment Response Date”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date and (z) specify both a discount to par (the “Offered Discount”) at which such Term Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and Classes of such Term Loans (the “Offered Amount”) such Term Lender is willing to have been obtainedprepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount. (2) The Auction Agent shall promptly provide the

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line and/or Revolving Loans in any combinationand/or Swingline Loans, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given received by the Borrower to the Administrative Agent by 12:00 p.m. 11:00 A.M. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except or 11:00 A.M. on the date of prepayment, in the case of Swing Line Swingline Loans) ), which notice shall promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided1,000,000 in the case of Eurodollar Loans, $500,000 in the case of ABR Loans or $100,000 in the case of Swingline Loans, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such BorrowingLoans; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; and (viv) each voluntary prepayment of Term Loans shall be applied first pursuant to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, this Section 4.1 shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified Repayments thereof as directed by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment with respect to Base Rate Loans and three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided500,000 and, if greater in an integral multiple of $100,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Eurodollar Loans may only be prepaid pursuant to this Section 4.3 4.01 on the last day of an the Interest Period applicable thereto, or subject unless prior prepayment is accompanied by all breakage costs owing pursuant to Section 3.5 on any other day1.11 in connection therewith; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied distributed pro rata among the Lenders which made such Loans, provided that, at the Borrower's election in connection with any prepayment of Loans comprising such Borrowing; providedpursuant to this Section 4.01, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to --------------------- prepay the Revolving Loans, any of the Term Loans without premium or the Swing Line Loans in any combinationpenalty, in whole or in part, part at any time and from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (i) an Authorized Representative of the Borrower shall give the Administrative Agent irrevocable prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day's prior written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line LoansSwingline Loans shall be prepaid, the amount of such prepayment and the specific Borrowings to which such prepayment is Types of Loans to be appliedprepaid and, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in Eurodollar Loans, the case of Base Rate Loans specific Borrowing or Borrowings pursuant to the date of such prepayment and which made, which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent shall promptly transmit to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided1,000,000 (or $100,000 in the case of Swingline Loans), provided that if any partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single any -------- Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall thereto, then such Borrowing may not be subject to the ante-penultimate sentence continued as a Borrowing of Section 4.5(a); (iii) Eurocurrency Eurodollar Loans may be prepaid pursuant to this Section 4.3 on the last day and any election of an Interest Period applicable thereto, with respect thereto given by the Borrower shall have no force or subject to Section 3.5 on any other dayeffect; and (iviii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among --- ---- such Revolving Loans, provided that at the Borrowers' election in connection -------- with any prepayment of Revolving Loans comprising such Borrowing; providedpursuant to this Section 4.01(a), that such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount prepayment of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. (b) 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 as provided in Section 12.1(b)Lenders, the Borrower shall have the rightmay, upon five (5) Business Days’ prior ' written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to ) repay all Revolving Loans, together with accrued and unpaid interest, fees Fees, and all other amounts due and owing to such Lender in accordance with with, and subject to the requirements of, said Section 12.1(b), 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrowers may at any time on at least five days' prior written notice by Borrower shall have Representative to Applicable Agent (i) voluntarily prepay all or part of the right to prepay Loans other than the Revolving LoansLoan, any of provided that such payments are applied in the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as manner set forth in Section 4.5(c1.3(c), on or (ii) voluntarily reduce the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loansthe Revolving Loan Commitments; provided, the however, that (a) any such partial prepayments or reductions shall be in a minimum amount of $500,000 and integral multiples of $250,000, in excess of such amount and (b) the Revolving Loan Commitment shall not be reduced to an amount less than one hundred and five percent (105%) of the L/C Sublimit. In addition, Borrowers may at any time on at least ten days' prior written notice by Borrower Representative to Applicable Agent terminate the Revolving Loan Commitment; provided, however, that upon such termination of the Revolving Loan Commitment (or upon any reduction of the Revolving Loan Commitment below the aggregate amount of $8,000,000), 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 specific Borrowings Revolving Loan Commitments must be accompanied by the payment of the fee required by Section 1.7(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.11(b). Upon any such repayment and reduction or termination of the Revolving Loan Commitments, each Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, as the case may be, 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 Loans or other Obligations to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, provided that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments prepayments of the Term Facility being repaid due within the 12 month period following the date Loans made by or on behalf of such prepayment in direct order of maturity and, thereafter, any Borrower shall be applied to reduce prepay the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount scheduled installments of such Scheduled Borrower's Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment Loans in inverse order of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agentmaturity. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment with respect to Base Rate Loans and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000500,000 and, if greater, in an integral multiple of $100,000; providedPROVIDED, HOWEVER, that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may be if any Eurodollar Loan is prepaid pursuant to this Section 4.3 4.01 other than on the last day of an the Interest Period applicable thereto, or subject thereto Borrower shall pay to the Banks all amounts due under Section 3.5 on any other day1.11 with respect to such prepayment; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among the Loans comprising Banks which made such BorrowingLoans; providedPROVIDED, HOWEVER, that at Borrower's election in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative AgentDefaulting Bank. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, all or any part of the outstanding principal balance under the Term Loans Loan at any time provided that any such prepayment must be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 (or the Swing Line Loans in any combinationentire outstanding balance, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(cif less), on any Banking Day; provided that (a) in the following terms and conditions: event of prepayment of any Treasury Rate Loan or any Quoted Rate Loan, whether voluntary or on account of acceleration (i) the Borrower shall give must provide three (3) Banking Days notice to the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent prior to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of making such prepayment and (ii) Borrower must, at the specific Borrowings time of making such prepayment, pay all Funding Losses applicable to which such prepayment is to be applied, which notice prepayment. "FUNDING LOSSES" shall be given determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such Treasury Rate Loan or Quoted Rate Loan) incurred by such Syndication Party as a result of such prepayment. In the Borrower event of any such prepayment, each Syndication Party shall, promptly after being notified of such prepayment, send written notice ("FUNDING LOSS NOTICE") to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the case amount of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans such Funding Losses. A determination by a Syndication Party as 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 applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid amounts payable pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agentconclusive absent manifest error. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The MMI shall have the right to prepay the --------------------- Loans and each Local Currency Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combinationmade to such Borrower, in whole or in part, from time to time, without premium or penalty except as set forth otherwise provided in Section 4.5(c)this Agreement, from time to time on the following terms and conditions: (i) the each such Borrower shall give the Administrative Agent irrevocable at the Appropriate Notice Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the such Borrower prior to 11:00 A.M. (Dallas Time) (x) at least one Business Day prior to the Administrative Agent by 12:00 p.m. date of such prepayment in the case of US Revolving Loans maintained as Base Rate Loans, (New York City timey) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and in the case of Eurodollar Loans or Multi- Currency Revolving Loans, which notice shall (shall, except in the case of Swing Line Swingline Loans) , promptly be transmitted by the Administrative Agent to the Multi-Currency Agent and each of the applicable LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; providedUS$250,000 (or the Foreign Currency Equivalent thereof) (or US$100,000 in the case of Swingline Loans), provided that any no -------- partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the such Loans, provided that at any --- ---- -------- Borrower's election in connection with any prepayment of Revolving Loans comprising such Borrowing; providedpursuant to this Section 4.01, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative AgentDefaulting Bank. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Loans, including Term Loans and Revolving Loans, any of the Term Loans as applicable, in each case, other than as set forth in Section 5.1(c), without premium or the Swing Line Loans in any combinationpenalty, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent’s Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 no later than 2:00 p.m. (New York City time) at least (i) in the case of LIBOR Loans, three Business Days prior to or (ii) in the case of Eurocurrency Loans and at least ABR Loans, one (1) Business Day prior in the case of Base Rate Loans 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 which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders, as the case may be; (iib) each partial prepayment of (i) any Borrowing (other than a Borrowing of Swing Line Loans) LIBOR Loans shall be in an aggregate Dollar Equivalent principal a minimum amount of at least $5,000,000 U.S.$250,000 and each in multiples of U.S.$100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of U.S.$250,000 and in multiples of U.S.$100,000 in excess thereof; provided that no partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency LIBOR Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto shall be subject to for such LIBOR Loans; and (c) in the ante-penultimate sentence case of Section 4.5(a); (iii) Eurocurrency any prepayment of LIBOR Loans may be prepaid pursuant to this Section 4.3 5.1 on any day prior to the last day of an Interest Period applicable thereto, or subject the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 3.5 on any other day; (iv) each 2.11. Each prepayment in respect of any Borrowing Loans pursuant to this Section 5.1 shall be (1) applied to the Class or Classes of Loans as the Borrower may specify and (2) with respect to prepayments of Term Loans, applied to reduce Initialany 2019 Refinancing Term Loan Repayment 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 specify. Notwithstanding the foregoing, prior to the 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 Initial Term B-2 Loans, 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 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. At the Loans comprising such Borrowing; providedBorrower’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 Loans Loan of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; . (vb) each voluntary prepayment of Term Loans shall be applied first Notwithstanding anything to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment contrary contained in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b)Agreement, the Borrower shall have the right, upon five (5) Business Days’ prior may by giving written notice to the Administrative Agent rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to 10 a.m. (which notice New York City time) (or, such later time as the Administrative Agent may approve in its sole discretion) on the date of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall promptly transmit not be consummated or shall otherwise be delayed. (c) In the event that, prior to the six-month anniversary of the FirstThird Amendment Effective Date, the Borrower (i) makes any prepayment of Initial2019 Refinancing Term Loans in connection with any Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Effective Yield on such Initial2019 Refinancing Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Effective Yield on the Initial2019 Refinancing Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (Ax) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (bi), a prepayment premium of 1.00% of the Revolving Commitment principal amount of such Revolving Lender is terminated concurrently Initial2019 Refinancing Term Loans being prepaid in connection with such repayment pursuant to Section 4.1(b) Repricing Transaction and (By) in the case of clause (ii), a premium equal to 1.00% of the repayment aggregate principal amount of the Initial2019 Refinancing Term Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to this clause (b) shall have been obtainedsuch Repricing Transaction.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower (x) prior to 11:00 A.M. on the Administrative Agent by 12:00 p.m. date of such prepayment (New York City timein the case of Base Rate Loans) and (y) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Eurodollar Loans) ), which notice shall promptly be transmitted by the Administrative Agent to each of the applicable LendersBanks; (ii) (x) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Revolving Loans shall be in an aggregate Dollar Equivalent principal amount integral multiples of at least $5,000,000 250,000 and (y) each partial prepayment of a Swing Line Loan any Borrowing of Swingline Loans shall be in an aggregate principal amount integral multiples of at least $500,000; provided100,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Revolving Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)Amount; (iii) Eurocurrency at the time of any prepayment of Eurodollar Loans may be prepaid pursuant to this Section 4.3 4.01 on any date other than the last day of an the Interest Period applicable thereto, or subject the Borrower shall pay the amounts required pursuant to Section 3.5 on any other day; 1.11 and (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment of Revolving Loans comprising such Borrowing; providedpursuant to this Section 4.01, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative AgentDefaulting Bank. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right at any time and from time to time to prepay the Revolving Loans, any Borrowing of the Term Loans or the Swing Line Loans in any combinationTerm Notes, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) upon at least three Business Days Days' prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) 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 applicable LendersAgent; (ii) provided, however, that each partial prepayment of any Borrowing (other than of a Borrowing of Swing Line LoansSwingline Loan) shall be in an aggregate Dollar Equivalent principal amount which is in a minimum amount of at least $5,000,000 1,000,000 and each partial prepayment integral multiples of a Swing Line Loan shall be $500,000 in an aggregate principal amount of at least $500,000; providedexcess thereof (or, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces if less, the aggregate principal outstanding amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(awhich remains outstanding); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary . Each prepayment of Term Loans Notes under this Section 2.9 shall be applied first accompanied by the corresponding Term Note Make-Whole Amount determined with respect to the Scheduled Term Repayments amount so prepaid. (b) In the event of any termination of the Term Facility being repaid due within Revolving Credit Commitments, the 12 month period following Borrower shall on the date of such prepayment in direct order of maturity andtermination repay or prepay all its outstanding Swingline Loans and Revolving Credit Borrowings, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis Letter of Credit Exposure to zero and cause all Letters of Credit to be canceled and returned to the Fronting Bank. In the event of any partial reduction of the Revolving Credit Commitments, then (based upon i) at or prior to the then remaining principal amount effective date of such Scheduled Term Repayments). Unless otherwise specified by the Borrowerreduction, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisionsnotify the Borrower, the provisions with respect to the minimum amount of any prepayment, Swingline Lender and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit Revolving Credit Lenders of the Administrative Agent Total Revolving Credit Exposure and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender (ii) if after giving effect to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b)such reduction, the Total Revolving Credit Exposure would exceed the Total Revolving Credit Commitments, then the Borrower shall have shall, on the rightdate of such reduction, upon five (5) Business Days’ prior written notice to as applicable, repay or prepay Revolving Credit Borrowings or repay or prepay Swingline Loans or reduce the Administrative Agent Letter of Credit Exposure (which notice the Administrative Agent shall promptly transmit to each for purposes of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (bii) may include cash collateralization of Letter of Credit Exposure pursuant to arrangements satisfactory to Administrative Agent), the Revolving Commitment of in an aggregate amount sufficient to eliminate such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedexcess.

Voluntary Prepayments. A. The (a) Borrower shall have the right to may prepay the Revolving LoansOutstanding Principal Balance in whole, any of the Term Loans or the Swing Line Loans in any combination, in whole or but not in part, on any Business Day, provided that the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing; (ii) Borrower shall timely deliver to Lender a Prepayment Notice; (iii) Mortgage Borrower shall concurrently make a prepayment of all of the outstanding principal balance of the Mortgage Loan, and shall otherwise satisfy the applicable conditions in the Mortgage Loan Documents with respect to such prepayment (as evidenced by an Officer’s Certificate and the delivery to Lender of a copy of a payoff letter from time the Mortgage Lender); (iv) Borrower shall comply with the provisions and pay to time, without premium or penalty except as Lender the applicable amounts set forth in Section 4.5(c), on the following terms 2.4.6 and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request also pay to Lender (and in the absence without duplication of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of amounts paid under Section 2.4.6) any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due outstanding under the Note, this Agreement, and owing to such Lender any of the other Loan Documents. The aggregate amount prepaid by Borrower under this paragraph (a) and concurrently by Borrower under the Mortgage Loan Documents shall be allocated among the Loan and the Mortgage Loan pro rata in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant their respective outstanding principal balances immediately prior to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause prepayments. (b) shall have been obtained.If (i) a Low Cash Flow Trigger Period exists, (ii) Borrower makes a prepayment of the Outstanding Principal Balance hereunder in accordance with paragraph (a) above (other than clause (ii) thereof) (which may be made by using funds in the Cash Collateral Account), and Owner concurrently makes a prepayment of the Mortgage Loan in accordance with paragraph (a) above (which Lender agrees may be made by using funds in the Cash Collateral Account if such prepayment would cure the Trigger Period), (iii) such prepayments are made and upon at least two (2) Business Days prior written notice, (iv) the aggregate amount prepaid by Borrower under this paragraph (c) and concurrently by Owner under the Mortgage Loan Documents is equal to or greater than the amount that is required to increase the Debt Yield to the applicable Debt Yield Cure Level, and (v) Borrower pays to lender the applicable amounts set forth in Section 2.4.6, then such Low Cash Flow Trigger Period will immediately end. -39- Mezzanine Loan Agreement

Voluntary Prepayments. A. The Borrower Borrowers shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, at any time and from time to time, without premium or penalty (except as to the extent set forth in Section 4.5(c3.04(c), ) on the following terms and conditions: : (a) each such prepayment shall be in a minimum amount of $5,000,000, or if greater, in integral multiples of $1,000,000 and shall be applied pro rata among Loans of the same Type and Interest Period; (b) such Borrower shall by 12:00 noon New York time (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least not less than three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each prepayments of the applicable Lenders; principal of less than $25,000,000, or (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount not less than the Minimum Borrowing Amount applicable thereto shall be subject five Business Days prior to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order the case of maturity andprepayments of principal of $25,000,000 or more, thereaftergive the Agent written notice of its intention to prepay the Loans owing by it, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisionsprepayment, the provisions with respect Type of Loans to the minimum amount of any prepayment, be prepaid and the provisions requiring prepayments in integral multiples above specific Borrowing or Borrowings relating to such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changesLoans, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders)Banks; (c) the relevant Borrower shall reimburse each Bank within 20 days after demand for any resulting loss or expense actually incurred by any such Bank, to repay all the extent not recovered by such Bank in connection with the reemployment of such funds, including, without limitation, any loss or expense incurred in liquidating or re-employing deposits from third parties, but excluding loss of margin for the period after any such prepayment as a result of (i) any conversion, repayment, or prepayment of the principal amount of any CD Rate Loans or LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to this Section 3.04 or otherwise; (ii) the relevant Borrower's not borrowing any Loans as CD Rate Loans or LIBOR Rate Loans, together with as the case may be, after the relevant Borrower's delivering to the Agent a Notice of Borrowing requesting such Loans; or (iii) any Loans not being continued as, or converted into, CD Rate Loans or LIBOR Rate Loans, as the case may be, after the relevant Borrower's delivering to the Agent a Notice of Conversion/Continuation requesting such conversion or continuation, provided, however, that any such Bank or Banks shall have delivered to Borrower its certificate which sets forth in reasonable detail the amount of such loss or expense; and (d) each prepayment pursuant to this Section 3.04 shall be applied pro rata among the designated outstanding Loans of each of the Banks owing by such Borrower, first, to the payment of accrued and unpaid interest, fees and then, to the outstanding principal of such Loans, and interest shall cease to accrue on all other amounts due of principal prepaid. All prepayments made on the MP Loans pursuant to Article VII, if any, shall reduce the Total Loan Commitment by the amount of such prepayment, and owing to each Bank's Loan Commitment shall be reduced by such Lender in accordance with said Section 12.1(b)Bank's Participation Percentage of such prepayment amount, and each such amount so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender prepaid shall thereafter not be available for additional Borrowings pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedAgreement.

Voluntary Prepayments. A. The Each Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, made to it in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedRevolving Loans were made, which notice shall be given by the such Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, 1,000,000 provided that any no partial prepayment of Eurocurrency Revolving Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Revolving Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency each prepayment in respect of any Revolving Loans may made pursuant to a Borrowing shall be prepaid applied pro rata among such Revolving Loans; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 4.3 3.01 may only be made on the last day of an Interest Period applicable thereto, or subject thereto unless concurrently with such prepayment any payments required to be made pursuant to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date 1.12 as a result of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments)are made. Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the No Borrower shall have the right, upon five (5) Business Days’ prior written notice right under this Section 3.01 to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans prepay any principal amount of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedCompetitive Bid Loans.

Voluntary Prepayments. A. The Borrower shall have the right may at any time on at least 5 days' prior written notice to Agent (i) voluntarily prepay the Revolving Loans, any all or part of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: Loan and/or (iii) permanently reduce (but not terminate) the Borrower Revolving Loan Commitment; provided that (A) any such prepayments shall give be made first with respect to Term Loan B, thereafter with respect to Term Loan A and the Administrative Agent irrevocable written notice at its Notice Office Revolving Loan and shall be in a minimum amount of $500,000 and integral multiples of $250,000 in excess of such amount, (or telephonic notice promptly confirmed in writingB) of its intent the Revolving Loan Commitment shall not be reduced to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, an amount less than the amount of the Revolving Loan outstanding, and (C) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). In addition, Borrower may at any time on at least 10 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 and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any voluntary prepayment and any reduction or termination of the specific Borrowings Revolving Loan Commitment must be accompanied by the 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. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, provided that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments prepayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, Loan made by Borrower shall be applied to reduce prepay the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit scheduled installments of the Administrative Agent Term Loan B and may be waived unilaterally by thereafter the Administrative AgentTerm Loan A, each in inverse order of maturity. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Term Loans, any Term C Loans, and Revolving Credit Loans, without premium or penalty (other than as provided in Section 4.1(b) and Section (A)(4) of the Term 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of LIBOR Loans or Term SOFR Loans made on any date other than the Swing Line Loans in any combinationlast day of the applicable Interest Period), in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent’s Office revocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and and, in the case of LIBOR Loans or Term SOFR Loans, the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 no later than 1:00 p.m. (New York City timex) at least three one (1) Business Days Day prior to (in the case of Eurocurrency Loans and at least one ABR Loans) or (y) three (3) Business Day Days prior to (in the case of Base Rate LIBOR Loans to the date of such prepayment and which notice shall (except in the case of Swing Line or Term SOFR Loans) promptly be transmitted by (or, in each case, such shorter time as the Administrative Agent to each of the applicable Lenders; may agree), (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Term Loans) , Term C Loans or Revolving Credit Loans shall be in an aggregate Dollar Equivalent principal amount a multiple of at least $5,000,000 1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,0005,000,000; provided, provided that any no partial prepayment of Eurocurrency LIBOR Loans or Term SOFR Loans, as applicable, made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding LIBOR Loans or Term SOFR Loans, as applicable, made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence for LIBOR Loans or Term SOFR Loans, as applicable, and (c) any prepayment of Section 4.5(a); (iii) Eurocurrency LIBOR Loans may be prepaid or Term SOFR Loans pursuant to this Section 4.3 5.1 on any day prior to the last day of an Interest Period applicable thereto, or thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 3.5 on any other day; (iv) each 2.11. Each prepayment in respect of any Borrowing tranche of Term Loans and Term C Loans pursuant to this Section 5.1 shall be (a) applied to 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 Repayment Amounts in such order as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term 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, as applicable, the Borrower shall be deemed to have elected that (i) in the case of Term Loans, such 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 comprising 161 AMERICAS 122173769123894352 then outstanding, if no Class was specified and (ii) in the case of Term C Loans, such Borrowing; providedprepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(d) or (e), that 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 Revolving Loans Loan of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c)penalty, on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Domestic Revolving Loans, Multicurrency Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any no partial prepayment of -------- Eurocurrency Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may only be prepaid pursuant to this Section ------- 4.3 on the last day of an Interest Period applicable thereto, thereto or on any other day --- subject to Section 3.5 on any other day3.5; (iv) each prepayment in respect of any Borrowing shall ----------- be applied pro rata among the Loans comprising such Borrowing; provided, that -------- such prepayment shall not be applied to (I) any Domestic Revolving Loans of an Impaired a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; Domestic (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determinea). The notice provisions, the provisions with respect to the minimum amount ------ of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of ----------- the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ ' --------------- prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so --------------- long as (A) in the case of the repayment of Domestic Revolving Loans of any Domestic Revolving Lender pursuant to this clause (b), the Domestic Revolving Commitment of such Domestic Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b), (B) in the case of the repayment of -------------- Multicurrency Revolving Loans of any Multicurrency Revolving Lender pursuant to this clause (b), the Multicurrency Revolving Commitment of such Multicurrency Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (Bc) and (C) in the case of the repayment of Loans of any -------------- - - Lender, the consents required by Section 12.1(b) in connection with the --------------- repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Term B Loans and Revolving Loans, without premium or penalty (other than as provided in Section 4.1(b) and amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of Term SOFR Loans made on any date other than the last day of the Term Loans or the Swing Line Loans in any combinationapplicable Interest Period), in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent’s Office revocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and and, in the case of Term SOFR Loans, the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 no later than 1:00 p.m. (New York City timex) at least three one Business Days Day prior to (in the case of Eurocurrency Loans and at least one ABR Loans) or (y) three U.S. Government Securities Business Day Days prior to (in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Term SOFR Loans) promptly be transmitted by (and, in each case, such shorter time as the Administrative Agent to each of the applicable Lenders; may agree), (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term B Loans or Revolving Loans shall be in an aggregate Dollar Equivalent principal amount a multiple of at least $5,000,000 1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,0005,000,000; provided, that any that, no partial prepayment of Eurocurrency Term SOFR Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence for Term SOFR Loans, and (c) any prepayment of Section 4.5(a); (iii) Eurocurrency Term SOFR Loans may be prepaid pursuant to this Section 4.3 5.1 on any day prior to the last day of an Interest Period applicable thereto, or thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 3.5 on any other day; (iv) each 2.11. Each prepayment in respect of any Borrowing tranche of Term B Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term B Loans in such manner as the Borrower may determine and (b) applied to reduce Repayment Amounts in such order as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term B Loans to reduce Repayment Amounts or prepayments of Term B Loans as between existing Classes of Term B Loans the Borrower shall be deemed to have elected that such prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term B Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term B Loans comprising such Borrowing; providedthen outstanding, that if no Class was specified. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(d) or (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 Revolving Loans Loan of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to --------------------- prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, part from time to time; provided, without premium or penalty except as set forth in Section 4.5(c)however, on the following terms and conditions: that -------- ------- (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof (or the then remaining principal balance of the Revolving Loans, the Term Loan or the New Term Loan, as applicable, if less) and (ii) any Borrowing prepayment of the Loans (other than a Borrowing of Swing Line the Revolving Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among to the Loans comprising such Borrowing; provided, that such Term Loan (applied as follows: (A) with respect to the first $10 million of prepayment shall not be proceeds applied to any Revolving Loans the Term Loan, to the installment of an Impaired Lender at any time when principal due on May 28, 2001, (B) with respect to the aggregate next $10 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on August 28, 2001, (C) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on January 2, 2002 (D) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on February 28, 2002, (E) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on May 28, 2002, (F) with other prepayment proceeds applied to the Term Loan, to the installment of principal due on August 28, 2002 and (G) after making the prepayments set forth in clauses (A) through (G) above, to the remaining principal installments in the inverse order of maturity thereof) and the principal amount of Revolving Loans the New Term Loan due on the Maturity Date (and if the Maturity Date for the New Term Loan has been extended pursuant to Section 2.5, to the remaining principal installments in the inverse order of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; maturity thereof). Subject to the foregoing terms, amounts prepaid under this Section 3.3 (va) each voluntary prepayment of Term Loans shall be applied first as the Borrower may elect; provided that if the Borrower shall fail to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied specify -------- with respect to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrowerany voluntary prepayment, such voluntary prepayment shall be applied first to Revolving Loans and then pro rata to the payment of Term Loan and the New Term Loan (to be applied in the manner set forth above), in each case first to Base Rate Loans and second then to the payment Eurodollar Loans in direct order of such Eurocurrency Loans as the Borrower Interest Period maturities. All prepayments under this Section 3.3(a) shall request (and in the absence of such requestbe subject to Section 3.12, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepaymentbut otherwise without premium or penalty, and shall be accompanied by interest on the provisions requiring prepayments in integral multiples above such minimum principal amount prepaid through the date of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agentprepayment. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans without premium or the Swing Line Loans in any combinationpenalty, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic x) written notice promptly confirmed prior to 1:00 P.M. (New York time) at least three Business Days prior to the date of such prepayment in writingthe case of Euro Rate Loans, (y) written notice prior to 1:00 P.M. (New York time) on the date of such prepayment in the case of Base Rate Loans which are Revolving Loans and (z) written notice prior to 1:00 P.M. (New York time) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans which are Term Loans, of its intent to prepay the Loans, whether such Term Loans are (and the Tranche in respect thereof) or Revolving Loans shall be prepaid (subject to clause (iv) below in the case of any prepayment of Term Loans, Revolving Loans or Swing Line Loans), the amount of such prepayment and the specific Borrowings to which such prepayment is Types of Loans to be appliedprepaid, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior and, in the case of Eurocurrency Loans and at least one Business Day prior in Euro Rate Loans, the case of Base Rate Loans specific Borrowing or Borrowings pursuant to the date of such prepayment and which made, which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent shall promptly transmit to each of the applicable Lenders; ; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least (i) in the case of Revolving Loans, the applicable Minimum Borrowing Amount and (ii) in the case of Term Loans, $500,0002,000,000 (or the Dollar Equivalent thereof); provided, provided that any no partial prepayment of Eurocurrency Euro Rate Loans made pursuant to a single any Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); Amount; (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such BorrowingLoans; provided, however, that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not be applied to any Revolving Loans of an Impaired a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Defaulting Lender exceeds such Non-Impaired Defaulting Lender’s Pro Rata Share 's Revolving Percentage of all Revolving Loans then outstanding; ; (iv) except to the extent that Term Loans under the Tranche to be Refinanced are refinanced with Refinancing Incremental Term Loans, each prepayment of Term Loans pursuant to Section 4.01(a) must apply pro rata to each Tranche of Term Loans in accordance with the relevant Tranche Percentages; (v) each voluntary prepayment of any Tranche of Term Loans shall be applied first pursuant to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans Tranche being repaid as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agentdirect. B. (b) In the event of certain refusals a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.1(b14.12(b), the Borrower shall have may, after the righttermination of the Total Initial Term Loan Commitment and the Total Euro Term Loan Commitment pursuant to Section 3.03(b), upon five (5) Business Days’ ' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loansoutstanding Loans of such Lender (including all amounts, if any, owing pursuant to Section 1.11), together with accrued and unpaid interest, fees Fees and all other amounts due and then owing to such Lender in accordance with said Section 12.1(b14.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (bSection 4.01(b), (x) the entire Revolving Loan Commitment of such Revolving Lender is terminated pursuant to Section 3.02(b) concurrently with such repayment pursuant (at which time Schedule I shall be deemed modified to Section 4.1(breflect the changed Revolving Loan Commitments) and (y) such Lender's Revolving Percentage of all Letters of Credit Outstandings is cash collateralized by the Borrower in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b14.12(b) in connection with the repayment pursuant to this clause (bSection 4.01(b) shall have been obtained. Each prepayment of any Term Loans pursuant to this Section 4.01(b) shall be applied (except to the extent such Term Loans are being replaced pursuant to Section 1.13) as the Borrower shall direct.

Voluntary Prepayments. A. The (a) Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. noon (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to on 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 applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Eurodollar Loans may only be prepaid pursuant to this Section 4.3 4.2 on the last day of an Interest Period applicable thereto, thereto or on any other day subject to Section 3.5 on any other day3.5; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; Borrowing provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Defaulting Lender exceeds such Non-Impaired Defaulting Lender’s Pro Rata Share 's Commitment Percentage of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 4.2 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Majority Lenders as provided in Section 12.1(b11.1(b), the Borrower shall have the right, upon five (5) Business Days’ ' prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b11.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b11.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Credit Loans or the Swing Line Loans in any combination, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment with respect to Base Rate Loans and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000500,000 (or the outstanding balance of such Loans, if less) and, if greater, in an integral multiple of $100,000; providedPROVIDED, HOWEVER, that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may be if any Eurodollar Loan is prepaid pursuant to this Section 4.3 SECTION 4.01 other than on the last day of an the Interest Period applicable thereto, or subject thereto Borrower shall pay to Section 3.5 on any other daythe Banks all amounts due under SECTION 1.11 with respect to such prepayment; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising Banks which made such BorrowingLoans; providedPROVIDED, HOWEVER, that at Borrower's election in connection with any prepayment of Loans pursuant to this SECTION 4.01, such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative AgentDefaulting Bank. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Term Loans, any of the Term Revolving Credit Loans and Swingline Loans, without premium or the Swing Line Loans in any combinationpenalty, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (ia) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent’s Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. no later than (New York City timei) at least three Business Days prior in the case of Eurocurrency Term Loans and at least or Revolving Credit Loans, 10:00 a.m. (New York time) one Business Day prior to, or (ii) in the case of Base Rate Loans to Swingline Loans, 10:00 a.m. (New York time) on, 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 applicable LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in an aggregate Dollar Equivalent principal amount a multiple of at least $5,000,000 100,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any 1,000,000 and each partial prepayment of Eurocurrency Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; (iiic) Eurocurrency any prepayment of Eurodollar Term Loans may be prepaid or Eurodollar Revolving Credit Loans pursuant to this Section 4.3 5.1 on any day other than the last day of an Interest Period applicable thereto, or thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 3.5 on any other day; (iv) each 2.11. Each prepayment in respect of any Borrowing tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied pro rata among to Term Loans in such manner as the Loans comprising Borrower may determine and (b) applied to reduce Repayment Amounts in such Borrowing; providedorder as the Borrower may determine. 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 Loans Credit Loan of an Impaired Lender at a Defaulting Lender. Notwithstanding the foregoing, any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first that results in the prepayment of all, but not less than all, of the outstanding Term Loans (other than a refinancing in full of the Obligations hereunder) prior to the Scheduled Term Repayments one year anniversary of the Closing Date with the proceeds of new term loans under this Agreement that have an applicable margin that is less than the Applicable Rate for Term Facility being repaid due within Loans as of the 12 month period following Closing Date may only be made if each Term Lender is paid a prepayment premium of 1% of the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Lender’s Term Repayments)Loans. Unless otherwise specified by the BorrowerIn addition, such prepayment shall Section 13.7(b) may only be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions utilized with respect to the minimum amount a Non-Consenting Lender in respect of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect amendment to this Agreement which have been approved by after the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ Closing Date and prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each one year anniversary of the Lenders), Closing Date that has the effect of reducing the Applicable Rate for Term Loans if such Non-Consenting Lender is paid a fee equal to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case 1% of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment principal amount of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) Lenders Term Loans being replaced and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedrepaid.

Voluntary Prepayments. A. The (a) At any time and from time to time, the --------------------- Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable upon written notice at its Notice Office (or telephonic oral notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. not later than 1:00 p.m., Charlotte time, three (New York City time3) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; intended prepayment, provided that (iii) each partial -------- prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least not less than $500,000; provided3,000,000 or, that any if greater, an integral multiple of $1,000,000 in excess thereof, (ii) no partial prepayment of Eurocurrency LIBOR Loans made pursuant to a any single Borrowing that reduces shall reduce the aggregate outstanding principal amount of the outstanding remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject $5,000,000 or to the ante-penultimate sentence any greater amount not an integral multiple of Section 4.5(a); $1,000,000 in excess thereof, and (iii) Eurocurrency Loans unless made together with all amounts required under SECTION 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be prepaid pursuant to this Section 4.3 made only on the last day of an the Interest Period applicable thereto. Each such notice (each, or subject to Section 3.5 on any other day; (iva "Notice of Prepayment") each prepayment in respect of any Borrowing shall be applied pro rata among given in the Loans comprising such Borrowing; providedform of EXHIBIT C (or, that if oral notice is given, shall be promptly followed with a writing in the form of EXHIBIT C), shall specify the proposed date of such prepayment shall not be applied to any and the aggregate principal amount, Class and Type of Revolving Loans to be prepaid (and, in the case of an Impaired Lender LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Any prepayments of the Term Loans made pursuant to this subsection (a) at any time when prior to March 31, 1999 shall be accompanied by a prepayment premium equal to one percent (1.0%) of the aggregate principal amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments being prepaid. Any prepayments of the Term Facility being repaid due within Loans made pursuant to this subsection (a) at any time on or after March 31, 1999, and any prepayments of the 12 month period following Revolving Loans made pursuant to this subsection (a) at any time, may be made without premium or penalty (except as provided in clause (iii) above). Notwithstanding the foregoing provisions of this subsection (a), the Borrower may prepay the Swingline Loans at any time and from time to time after the date hereof, in whole or in part, without premium or penalty, upon written notice (or oral notice promptly confirmed in writing) delivered to the Administrative Agent no later than 1:00 p.m., Charlotte time, on the date of such prepayment, provided that each partial prepayment of Swingline Loans shall -------- be in direct order an aggregate principal amount of maturity andnot less than $500,000 or, thereafterif greater, an integral multiple of $250,000 in excess thereof. Revolving Loans and Swingline Loans prepaid pursuant to this subsection (a) may be reborrowed, subject to the terms and conditions of this Agreement. (b) Each prepayment of the Term Loans pursuant to subsection (a) above shall be applied to reduce the remaining Scheduled outstanding principal amount of the Term Repayments Loans, with each such reduction to be applied to the scheduled principal payments on the Term Loans (as set forth in SECTION 2.6(a)) on a pro rata basis (based upon according to the then remaining principal amount of each such Scheduled Term Repayments)scheduled payment. Unless otherwise specified by Each prepayment of the Borrower, such prepayment Loans pursuant to the provisions of this SECTION 2.7 shall be applied first ratably among the Lenders holding the Loans being prepaid, in proportion to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum principal amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally held by the Administrative Agenteach. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Reductions in Revolving Loan Commitments. Borrowers may at any time on at least five (5) days' prior written notice by Borrower shall have the right Representative to Administrative Agent voluntarily prepay the Revolving Loans, any all or part of the Term Loan or the Revolving Loan (in the case of Revolving Loans without permanent reduction) and/or permanently reduce the Revolving Loan Commitment; provided that (A) in the case of prepayments of the Term Loan any such prepayment shall be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than $150,000,000, (C) after giving effect to such prepayments and/or reductions, Borrowers shall comply with Section 1.3(b)(i), (D) for any such prepayment of the Term Loan the Borrowing Availability Threshold shall have been met. In addition, Borrowers may at any time on at least ten (10) days' prior written notice by Borrower Representative to Administrative Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations 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. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such permanent prepayment and termination of the Revolving Loan Commitment, Borrowers' 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. Each notice of partial prepayment shall designate the Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings other Obligations to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans without premium or the Swing Line Loans in any combinationpenalty, in whole or in part, part at any time and from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day's prior written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans, provided such notice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Eurodollar Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line LoansSwingline Loans shall be pre-paid, the amount of such prepayment and the specific Borrowings to which such prepayment is Types of Loans to be appliedprepaid and, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in Eurodollar Loans, the case of Base Rate Loans specific Borrowing or Borrowings pursuant to the date of such prepayment and which made, which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent shall promptly transmit to each of the applicable Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided1,000,000 (or $250,000 in the case of Swingline Loans), provided that if any partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single any Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto thereto, then such Borrowing shall be subject to converted at the ante-penultimate sentence end of Section 4.5(a); (iii) Eurocurrency the then current Interest Period into a Borrowing of Base Rate Loans may be prepaid pursuant to this Section 4.3 on the last day and any election of an Interest Period applicable thereto, with respect thereto given by a Borrower shall have no force or subject to Section 3.5 on any other dayeffect; and (iviii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower's election in connection with any prepayment of Revolving Loans comprising such Borrowing; providedpursuant to this Section 4.01(a), that such prepayment shall not be applied to any Revolving Loans Loan of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative AgentDefaulting Bank. B. (b) In the event of certain refusals by a Lender Bank as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b)Banks, the Borrower shall have the rightmay, upon five (5) Business Days’ ' prior written notice by the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to Banks) repay all LoansLoans of such Bank, together with accrued and unpaid interest, fees Fees and all other amounts due and owing to such Lender Bank by the Borrower in accordance with said Section 12.1(b), 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Loan Commitment of such Revolving Lender Bank is terminated concurrently with such repayment pursuant to Section 4.1(b3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower Any voluntary prepayments or repurchases made pursuant to Section 2.6 shall have be applied to the right to prepay the Revolving Loans, any remaining scheduled repayments of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time applicable Notes pro rata to time, without premium or penalty except such scheduled repayments (as set forth in Section 4.5(c2.1(f) of this Agreement), on provided, however, prior to the following terms first voluntary prepayment or repurchase of any Notes or Other Notes under this Note Purchase Agreement or any Other Note Purchase Agreement, if at such time, no Mandatory Prepayment shall have been made out of Excess Cash Flow pursuant to Section 7.1(c) of the Common Terms Agreement or is (or reasonably expected to be) required to be made within the next ninety (90) days, the Company may elect, which election shall be irrevocable, to have all voluntary prepayments or repurchases of all Notes and conditions: (i) Other Notes under this Note Purchase Agreement and the Borrower Other Note Purchase Agreements to be applied to the remaining scheduled amortization of such Notes and Other Notes in the inverse order of maturity of such scheduled amortization. If and after such election is made, all other prepayments or repurchases of any Notes or Other Notes under this Note Purchase Agreement or any Other Note Purchase Agreement shall give the Administrative Agent irrevocable be applied in accordance with such election. The Company shall make such election by delivering a written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by election not later than 12:00 p.m. noon (New York City time) at least three (3) Business Days prior in before the case first voluntary prepayment or repurchase of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans any Notes or Other Notes, 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 Collateral Agent, to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by each of the Administrative Agent. B. In other Facility Agents and to the event Purchasers and the Other Purchasers. Each of certain refusals by a Lender to consent to certain proposed changesthe Company, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which and the Purchasers hereby agree that upon delivery of any such notice the Administrative Agent shall promptly transmit to each of election, whether in respect of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case repurchase or prepayment of the repayment of Revolving Loans Notes or of any Revolving Lender pursuant to this clause (b)Other Notes, the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) election shall be irrevocable and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedbinding upon all Purchasers and Other Purchasers.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line and Revolving Loans in any combination, incurred by it in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c)penalty, on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Agent's Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and and, in the case of Reserve Adjusted Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000100,000 and integral multiples of $100,000 in excess of that amount; provided, provided that any no partial prepayment of Eurocurrency Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing that reduces under the aggregate principal amount of Loan Facility (or Portion thereof) shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)Amount; and (iii) Eurocurrency Reserve Adjusted Eurodollar Loans may only be prepaid pursuant to this Section 4.3 3.01 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect . Voluntary prepayments of any Borrowing shall be applied pro rata among Loans under the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments Portion of the Term Loan Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the prepayment of the outstanding principal amount of Term Loans pro rata to all remaining Scheduled Term Repayments on a pro rata basis (based upon the Loans Principal Payments such that each Scheduled Term Loans Principal Payment then remaining principal 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 Scheduled Term Repayments). Unless otherwise specified by Loans Principal Payment then remaining and the Borrower, such prepayment shall be applied first denominator is equal to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agentall Scheduled Term Loans Principal Payments remaining. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combinationmade to it, in whole or in part, without premium or penalty, except as other wise provided in this Agreement, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the such Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower prior to the Administrative Agent by 12:00 p.m. 1:00 P.M. (New York City time) (x) at least one Business Day prior to the date of such prepayment in the case of Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and in the case of Eurodollar Loans, which notice shall (shall, except in the case of Swing Line Swingline Loans) , promptly be transmitted by the Administrative Agent to each of the applicable LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of (A) at least $500,000500,000 in the case of Eurodollar Loans and (B) at least $250,000 in the case of Base Rate Loans (or $100,000 in the case of Swingline Loans); provided, that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; and (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such BorrowingRevolving Loans; provided, that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative AgentDefaulting Bank. B. (b) In the event of certain refusals by a Lender Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders Banks as provided in Section 12.1(b12.12(b), the Borrower shall have the right, upon five (5) Business Days’ ' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), Banks) to repay all LoansRevolving Loans of such Bank, together with accrued and unpaid interest, fees Fees and all other amounts due and owing to such Lender Bank in accordance with said Section 12.1(b12.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender Bank pursuant to this clause (b), the Revolving Loan Commitment of such Revolving Lender Bank is terminated concurrently with such repayment pursuant to Section 4.1(b3.02(b) (at which time Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) in the case of the repayment repay- ment of Revolving Loans of any LenderBank, the consents required by Section 12.1(b12.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Credit Loans and Swingline Loans, any of the Term Loans in each case, without premium or the Swing Line Loans in any combinationpenalty, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent irrevocable and at the Administrative Agent’s Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to no later than (i) in the Administrative Agent by case of a LIBOR Loans, 12:00 p.m. noon (New York City time) at least three Business Days prior to or (ii) in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to ABR Loans, 12:00 noon (New York City time) on, 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 applicable LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Revolving Credit Loans shall be in an aggregate Dollar Equivalent principal amount a multiple of at least $5,000,000 100,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any 1,000,000 and each partial prepayment of Eurocurrency Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $250,000, provided that no partial prepayment of LIBOR Revolving Credit Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence for LIBOR Revolving Credit Loans and (c) any prepayment of Section 4.5(a); (iii) Eurocurrency LIBOR Revolving Credit Loans may be prepaid pursuant to this Section 4.3 5.1 on any day other than the last day of an Interest Period applicable thereto, or thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 3.5 on 2.11. At the Borrower’s election in connection with any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; providedpursuant to this Section 5.1, that such prepayment shall not be applied to any Revolving Loans Credit Loan of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the Borrower Borrowers shall give the Administrative Agent irrevocable not less than one Business Day’s prior written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansnotice, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency prepayment of Base Rate Revolving Loans or Base Rate Trademark Subfacility Loans, and at least one three Business Day Days’ prior written or telephonic notice, in the case of Base prepayment of LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans, in each case given to the Agent by 12:00 noon (Pacific time) on the date required and, if given by telephone, promptly confirmed in writing to the Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment. Notice of prepayment and which notice shall (except in having been given as aforesaid, the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to specified in such Borrowing to an amount less than notice shall become due and payable on the Minimum Borrowing Amount applicable thereto prepayment date specified therein. Any voluntary prepayments shall be subject applied as specified by the applicable Borrower in the applicable notice of prepayment; provided, however, that if the applicable Borrower fails to specify the anteLoans to which any such prepayment shall be applied or specifies that such prepayment shall be applied to Revolving Loans, such prepayment shall be applied first, to prepay principal of the Non-penultimate sentence Ratable Loans and Agent Advances, and second, to prepay principal of Section 4.5(a); (iii) Eurocurrency the Revolving Loans. Any voluntary prepayments of the Trademark Subfacility Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv3.4(a) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining scheduled installments of principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided Trademark Subfacility Loans set forth in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender 3.2 in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedforward chronological order.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth provided by law, in Section 4.5(c), whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable written notice Agent, prior to 12:00 Noon (New York time) at its Notice Office Office, at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the such Loans, which notice shall specify whether such Term Loans are Term Loans, or Revolving Loans or Swing Line Loansshall be prepaid, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which such prepayment is to be appliedLoans were made, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent transmit to each of the applicable Lenders; ; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan Term Loans or Revolving Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal 1,000,000 (or such lesser amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject as is acceptable to the ante-penultimate sentence Administrative Agent in any given case) or integral multiples of Section 4.5(a); $1,000,000; (iii) Eurocurrency at the time of any prepayment of Loans may be prepaid pursuant to this Section 4.3 4.01 which occurs on any date other than the last day of an the Interest Period applicable thereto, or subject the Borrower shall pay the amounts required pursuant to Section 3.5 on any other day; 2.09; (iv) except as expressly provided in clause (v) below, each prepayment pursuant to this Section 4.01 in respect of any of the Revolving Loan or the Term Loan, as applicable, made pursuant to a Borrowing shall be applied pro rata among to such Revolving Loan or Term Loan, as the Loans case may be, comprising such Borrowing; provided, provided that at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender until all other Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstandingDefaulting Lenders have been repaid in full; and (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.1(b11.13(b), the Borrower shall have the rightmay, upon five (5) Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to ) repay all Loans, together with accrued and unpaid interest, fees Fees, and all other amounts due and owing to such Lender in accordance with with, and subject to the requirements of, said Section 12.1(b), 11.13(b) so long as (AI) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment all Commitments of such Revolving Lender is are terminated concurrently with such repayment pursuant to Section 4.1(b4.02(g) (at which time Schedule I hereto shall be deemed modified to reflect the changed Commitments) and (BII) in the case of the repayment of Loans of any Lenderconsents, the consents if any, required by under Section 12.1(b11.13(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedobtained except that to the extent such Lender has been replaced by a Replacement Lender, the Total Commitment shall not be reduced. (b) Term Loans prepaid pursuant to this Section 4.01 may not be reborrowed. Revolving Loans prepaid pursuant to Section 4.01(a) may be reborrowed until the Maturity Date subject to compliance with the terms and conditions of this Agreement.

Voluntary Prepayments. A. The Each Borrower shall have the right to prepay the Revolving LoansLoans made to such Borrower, any of the Term Loans without premium or the Swing Line Loans in any combinationpenalty (other than amounts payable pursuant to Section 2.12), in whole or in part, at any time and from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the such Borrower shall give the Administrative Agent irrevocable at the Notice Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of (1) its intent to prepay the such Loans, (2) whether such Loans are Term Loans, Dollar Revolving Loans or Swing Line LoansCanadian Revolving Loans shall be prepaid, (3) the amount of such prepayment and the Types of Loans to be prepaid and (4) in the case of Eurodollar Loans, the specific Borrowing or Borrowings to which such prepayment is to be applied, which prepaid. Such notice shall be given by such Borrower prior to 12:00 Noon (local time where the Borrower to the Administrative Agent by 12:00 p.m. (New York City timerespective Payment Office is located) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and prepayment, which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent shall promptly transmit to each of the applicable Lenders; Lenders with Loans of the respective Tranche and Type; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least equal to $500,000; provided1,000,000 or, in the case of Canadian Revolving Loans, Canadian Revolving Loans having a Dollar Equivalent of $1,000,000 for the applicable Tranche and Type of Loans, provided that if any partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single any Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount applicable thereto for such Tranche and Type of Loans, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and shall be subject converted to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Base Rate Loans may be prepaid pursuant to this Section 4.3 on the last day and any election of an Interest Period applicable thereto, with respect thereto shall have no force or subject effect; (iii) prepayments of Bankers' Acceptance Loans may not be made prior to Section 3.5 on any other day; the maturity date of the respective Bankers' Acceptances; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that until the date on which the amount giving rise to a Lender Default of the applicable Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans comprising such Borrowing; providedin accordance with the terms of Section 5.01, that such Section 5.02 or by a combination thereof), any prepayment in respect of Loans shall not be applied to any Revolving Loans Loan of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; and (v) each voluntary prepayment of Term Loans pursuant to this Section 5.01 shall be applied first apply to reduce the Scheduled Term Repayments principal amount of the Term Facility being repaid Loan due within on the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative AgentMaturity Date. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to --------------------- prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combinationmade to it, in whole or in part, without premium or penalty, except as otherwise provided in this Agreement, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower prior to the Administrative Agent by 12:00 p.m. 11:00 A.M. (New York City time) (x) on or prior to the date of such prepayment in the case of Base Rate Loans and (y) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Eurodollar Loans) , which notice shall promptly be transmitted by the Administrative Agent to each of the applicable LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of (A) at least $500,000100,000 in the case of Eurodollar Loans and (B) at least $25,000 in the case of Base Rate Loans; provided, that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single -------- Borrowing that reduces shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; and (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such BorrowingRevolving Loans; provided, that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loans of an Impaired Lender a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender Defaulting Bank exceeds such Non-Impaired Lender’s Pro Rata Share Defaulting Bank's Percentage of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. (b) In the event of certain refusals by a Lender Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders Banks as provided in Section 12.1(b11.12(b), the Borrower shall have the right, upon five (5) Business Days’ ' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), Banks) to repay all Revolving Loans, together with accrued and unpaid interest, fees Fees and all other amounts due and owing to such Lender Bank in accordance with said Section 12.1(b11.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Loan Commitment of such Revolving Lender Bank is terminated concurrently with such repayment pursuant to Section 4.1(b2.02(b) (at which time Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b11.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. 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 Tranche A Revolving Loan Commitment shall not be reduced to an amount less than $100,000,000, and (C) the Tranche B Revolving Loan shall not be reduced to an amount less than $20,000,000. Borrower may at any time and from time to time on at least (10) 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, GE Capital shall waive the payment of any compensation otherwise required to 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 prepay 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 Revolving Loans, any case may be; provided that a permanent reduction of the Term Loans or Tranche A Revolving Loan Commitment shall not require corresponding pro rata reduction in the Swing Line Loans Commitment and/or the L/C Sublimit (as defined in any combination, in whole Annex B). Each notice of partial prepayment shall designate the Loan or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings other Obligations to which such prepayment is to be applied, which notice shall be given by provided that notwithstanding the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior foregoing in the case of Eurocurrency Loans and at least one Business Day prior in the case a Default or an Event of Base Rate Loans 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 applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; providedDefault, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, prepayments shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative AgentTranche A Revolving Loan. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combinationowing by it, in whole or in part, without premium or penalty (except as specified in subpart (d) below), from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the . The Borrower making such prepayment shall give the Administrative Agent irrevocable written notice at its the Notice Office (written or telephonic notice (in the case of telephonic notice, promptly confirmed in writingwriting if so requested by the Agent) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given received by the Borrower to the Administrative Agent by 12:00 p.m. (New York City timex) 11:00 A.M. (local time at least the Notice Office) three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment, in the case of any prepayment of Eurodollar Loans, or (y) 11:00 A.M. (local time at the Notice Office) one Business Day prior to the date of such prepayment, in the case of any prepayment of Base Rate Loans, and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable affected Lenders; provided, however, that (iii) in the case of prepayment of any Borrowings, each partial prepayment of any such Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,0005,000,000 (or, if less, the full amount of such Borrowing), or an integral multiple of $1,000,000 in excess thereof; provided, that any (ii) no partial prepayment of Eurocurrency any Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the such Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; and (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; providedshall, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender Loans in accordance with said Section 12.1(b2.11(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower Company shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the ---------------------- following terms and conditions: (i) the Borrower conditions Company shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower Company to the Administrative Agent by 12:00 1:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; ; (iia) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,0001,000,000; provided, provided that any no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); thereto; (iiib) Eurocurrency Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, thereto ----------- or on any other day subject to Section 3.5 on any other day3.5; ----------- (ivc) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; Borrowing provided, -------- that such prepayment shall not be applied to any Revolving Loans of an Impaired a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Defaulting Lender exceeds such Non-Impaired Defaulting Lender’s 's Pro Rata Share of all Revolving Loans then outstanding; ; (vd) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments in proportional amounts equal to the applicable Term Percentage of Term Loans with respect to such prepayment and, within each Term Loan, to the pro rata prepayment of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of for such Scheduled Term Repayments)Loan. Unless otherwise specified by the BorrowerCompany, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Eurodollar Loans as the Borrower Company shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, prepayment and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the ----------- Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right may at any time on at least five (5) days' prior written notice to Administrative Agent (i) voluntarily prepay the Revolving Loans, all or part of any of the Term Loans and/or (ii) voluntarily prepay all or part of the Swing Line Loans Revolving Loan and permanently reduce (but not terminate the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in any combination, a minimum amount of $1,000,000 and integral multiples of $250,000 in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms excess of such amount and conditions: (iB) the Revolving Loan Commitment shall not be reduced to an amount less than $15,000,000. Borrower shall give the may at any time on at least five (5) days' prior written notice to Administrative Agent irrevocable written notice at its Notice Office (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 telephonic notice promptly confirmed termination of the Revolving Loan Commitment must be accompanied by the payment of the fee required by Section 1.9, if any, plus the payment of any LIBOR funding breakage costs in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of accordance with Section 1.13(b). Upon any such prepayment and reduction or termination of the specific Borrowings 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 not require a corresponding pro rata reduction in the L/C Sublimit (as defined in Annex B), provided that the L/C Sublimit shall not be more than 50% of the Revolving Loan Commitment. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, provided that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect prepayments of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, Loans made by Borrower shall be applied to reduce prepay the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit scheduled installments of the Administrative Agent and may be waived unilaterally by the Administrative Agentrespective Term Loan in inverse order of maturity. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, all or any part of the Term outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the Swing Line entire outstanding balance, if less) and subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans in any combinationand Base Rate Loans (or the entire outstanding balance, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(cif less), on any Banking Day; provided that (a) in the following terms and conditions: event of prepayment of any LIBO Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office must provide three (or telephonic notice promptly confirmed in writing3) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired LenderBanking Day’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent prior to making such voluntary prepayment, and (which ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, (b) in the 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 (c) Borrower shall promptly transmit not have the right to each prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of the Lenders)acceleration, to repay Borrower must pay all Loans, together with accrued and but unpaid interest, fees interest and all other amounts due and owing Funding Losses applicable to such Lender in accordance with said Section 12.1(b), so long as (A) in prepayment. Principal amounts prepaid may be reborrowed under the case terms and conditions of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedCredit Agreement.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, Borrowers may at any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days (3) days' prior written notice in the case of Eurocurrency LIBOR Loans and at least one Business Day two (2) days' prior written notice in the case of Base Index Rate Loans Loans, 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 (i) voluntarily prepay all or part of the applicable Lenders; Term Loans, pro rata, in accordance with this SECTION 1.3(a), and/or (ii) each partial prepayment voluntarily prepay all or part of the Revolving Loan and/or permanently reduce (but not terminate) the Revolving Loan Commitment; PROVIDED that (A) any Borrowing (other than a Borrowing of Swing Line Loans) such prepayments or reductions shall be in an aggregate Dollar Equivalent principal a minimum amount of at least $5,000,000 500,000 and each partial prepayment integral multiples of a Swing Line $100,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing reduced to an amount less than the Minimum Borrowing Amount applicable thereto greater of (x) $5,000,000 and (y) the L/C Sublimit and (C) Borrowers shall pay to Administrative Agent in connection therewith the prepayment premiums set forth in SECTION 1.9(c), if applicable. Borrowers may at any time on at least three (3) days' prior written notice to Administrative Agent terminate the Revolving Loan Commitment, PROVIDED that upon such termination all Loans and other Obligations shall be subject 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 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, Borrowers' right to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable theretorequest Revolving Credit Advances, or subject to Section 3.5 request that Letter of Credit Obligations be incurred on any other daytheir behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; (iv) each PROVIDED that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each partial prepayment in respect of any Borrowing the Term Loans shall be applied pro rata among across all of the Loans comprising such Borrowing; providedTerm Loans, that such prepayment based upon the amounts outstanding under each of the Term Loans, and shall not be applied to any Revolving Loans reduce each unpaid installment of an Impaired Lender principal on each Term Loan pro rata. Borrowers may at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; upon at least three (v3) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ days' prior written notice to Administrative Agent, terminate or permanently reduce the Administrative Agent (which notice the Administrative Agent Contingent Payment Loan Commitment, PROVIDED that any such reductions shall promptly transmit to each be in a minimum amount of the Lenders), to repay all Loans, together with accrued $500,000 and unpaid interest, fees and all other amounts due and owing to such Lender integral multiples of $100,000 in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment excess of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedamount.

Voluntary Prepayments. A. The Each Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, made to it in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment prepayment, the currency in which such Revolving Loans are denominated and the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedRevolving Loans were made, which notice shall be given by the such Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided1,000,000 (or the Dollar Equivalent thereof), provided that any no partial prepayment of Eurocurrency Revolving Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Revolving Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency each prepayment in respect of any Revolving Loans may made pursuant to a Borrowing shall be prepaid applied pro rata among such Revolving Loans; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 4.3 3.01 may only be made on the last day of an Interest Period applicable thereto, or subject thereto unless concurrently with such prepayment any payments required to be made pursuant to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date 1.12 as a result of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments)are made. Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the No Borrower shall have the right, upon five (5) Business Days’ prior written notice right under this Section 3.01 to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans prepay any principal amount of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedCompetitive Bid Loans.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line and Swingline Loans in any combination, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent's Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. no later than (New York City timex) at least three Business Days prior in the case of Eurocurrency Loans and at least Revolving Loans, 11:00 A.M. (New York time) one Business Day prior to, or (y) in the case of Base Rate Loans to Swingline Loans, 11:00 A.M. (New York time) on, 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 applicable Lenders or Swingline Lenders, as the case may be; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided10,000,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)for Eurodollar Loans; and (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans or Swingline Loans, as the Loans comprising such Borrowing; providedcase may be, provided that (x) at the Borrower's election in connection with any prepayment pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loans Loan of an Impaired a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Defaulting Lender exceeds such Non-Impaired Defaulting Lender’s Pro Rata Share 's Percentage of all Revolving Loans then outstanding; outstanding and (vy) each voluntary prepayment the Borrower may repay the Revolving Loans and Swingline Loans of Term Loans shall be applied first to a Non-Continuing Bank in connection with the Scheduled Term Repayments termination of the Term Facility being repaid due within the 12 month period following the date Commitment of such prepayment Non-Continuing Bank in direct order accordance with the requirements of maturity and, thereafter, shall be applied to reduce clause (ii) of Section 3.02 without any accompanying repayment of the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Revolving Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such requestor Swingline Loans, as the Administrative Agent shall determine). The notice provisionscase may be, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b)Banks, so long as all amounts, if any, owing to such Bank (Aand any other Banks) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in 1.12 are paid at such time. The Borrower shall not have the case right to voluntarily prepay any Competitive Bid Loan without the consent of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedLender that has made same.

Voluntary Prepayments. A. The Reductions in Commitments. Borrower shall have the right may at any time on at least 5 days' prior written notice to Agent (i) voluntarily prepay the Revolving Loans, any all or part of the Term Loans Loan or the Swing Line Loans in any combinationCapEx Loan, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (iii) permanently reduce (but not terminate) the Borrower Revolving Loan Commitment and/or (iii) permanently reduce or terminate the CapEx Loan Commitment; provided that (A) any such prepayments or reductions shall give be in a minimum amount of $500,000 and integral multiples of $250,000 in excess of such amount, (B) the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent Revolving Loan Commitment shall not be reduced to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, an amount less than the amount of the Revolving 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 (D) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). In addition, Borrower may at any time on at least 10 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 voluntary prepayment of the Term Loan or CapEx Loan and any reduction or termination of the specific Borrowings 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, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, provided that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments prepayments of the Term Facility being repaid due within the 12 month period following the date Loan or CapEx Loan made by or on behalf of such prepayment in direct order of maturity and, thereafter, Borrower shall be applied to reduce prepay the remaining Scheduled scheduled installments of Borrower's Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such requestLoan or CapEx Loan, as the Administrative Agent shall determine). The notice provisionscase may be, the provisions with respect to the minimum amount in inverse order of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agentmaturity. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the its Term Loans without premium or the Swing Line Loans in any combinationpenalty, subject to clause (b) below, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (ia) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent’s Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 no later than 3:00 p.m. (New York City time) at least (i) in the case of LIBOR Loans, three Business Days prior to or (ii) in the case of Eurocurrency Loans and at least ABR Loans, one Business Day prior in the case of Base Rate Loans to 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 applicable Lenders; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) LIBOR Loans shall be in an aggregate Dollar Equivalent principal a minimum amount of at least $5,000,000 and each 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 in excess thereof, provided that no partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency LIBOR Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto shall be subject to for such LIBOR Loans and (c) in the ante-penultimate sentence case of Section 4.5(a); (iii) Eurocurrency any prepayment of LIBOR Loans may be prepaid pursuant to this Section 4.3 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any loss, cost or subject expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to Section 3.5 on any other day; (iv) each fund or maintain such LIBOR Loan. Each prepayment in respect of any Borrowing Term Loans pursuant to this Section 5.1 shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any Revolving Loans of an Impaired Lender at any time when New Term Loan Repayment Amounts, and, subject to Section 2.14(f), Extended Term Loan Repayment Amounts, as the aggregate amount of Revolving case may be, in each case, in such order as the Borrower may specify. Notwithstanding the foregoing, the Borrower may not repay Extended Term Loans of any Non-Impaired Lender exceeds Extension Series unless such Non-Impaired Lender’s Pro Rata Share prepayment is accompanied by a pro rata repayment of all Revolving Term Loans then outstanding; of the Existing Term Loan Class from which such Extended Term Loans were converted (vor such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (b) each voluntary In the event that, on or prior to the first anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity andconnection with any Repricing Transaction, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis or (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of y) effects any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount amendment of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by Agreement resulting in a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b)Repricing Transaction, the Borrower shall have the right, upon five (5) Business Days’ prior written notice pay to the Administrative Agent (which notice Agent, for the Administrative Agent shall promptly transmit to ratable account of each of the Lenders)applicable Term Lender, to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (AI) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (bx), a prepayment premium of 1% of the Revolving Commitment amount of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) the Term Loans being prepaid and (BII) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedy), a payment equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty (except as set forth in required by Section 4.5(c1.11), from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term A Loans, Revolving Term B Loans, Term C Loans or Swing Line Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given received by the Borrower to the Administrative Agent by 12:00 p.m. 1:00 P.M. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment (and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable LendersBanks); (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided5,000,000, PROVIDED that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among the Loans comprising such BorrowingLoans; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; and (viv) each voluntary prepayment of Term Loans shall be applied first pursuant to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Repayments Facility on a pro rata PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Term RepaymentsRepayment). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have may at any time prepay, and from time to time prepay, the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty except as set forth penalty; provided that each partial prepayment shall be in Section 4.5(c), on the following terms and conditions: (i) the an amount that is £20,000,000 or a larger multiple of £5,000,000. The Borrower shall give the Administrative Agent irrevocable provide written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. of any election to prepay the Loans under this paragraph (b) not later than 11:00 a.m., New York City time) , at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the effective date of such prepayment, specifying the Borrowing subject to prepayment, such prepayment amount and which notice the effective date thereof. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall (except be applied to the Borrowings in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each order of the applicable Lenders; remaining duration of their respective Interest Periods (ii) each partial prepayment of any the Borrowing (other than a Borrowing of Swing Line Loans) shall with the shortest remaining Interest Period to be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment repaid first). Each payment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among ratably to the Loans comprising included in such Borrowing; provided, Borrowing (provided that such prepayment shall not be applied to any Revolving payment of Loans of an Impaired Lender at any time when the aggregate amount Lenders which are Affiliates of Revolving Loans of any Non-Impaired Lender exceeds each other may be allocated between such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstandingaffiliated Lenders as they may otherwise determine; (v) each voluntary prepayment of Term Loans provided further that such Lenders shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as provide the Administrative Agent shall determinewith prompt notice of such allocation). The Each notice provisions, delivered by the provisions with respect Borrower pursuant to the minimum amount this paragraph (b) shall be irrevocable; provided that a notice of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit prepayment of the Administrative Agent and Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other incurrence of Indebtedness, Equity Issuances or sales, transfers or other dispositions of property or assets, in which case such notice may be waived unilaterally revoked by the Administrative Agent. B. In the event of certain refusals Borrower (by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly transmit to each advise the relevant Lenders of the Lenders), contents thereof. Prepayments shall be accompanied by accrued interest to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents extent required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained2.09.

Voluntary Prepayments. A. The Borrower shall have the right --------------------- to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, without penalty or fee except as otherwise provided in this Agreement, at any time and from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Notice Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) (each such notice, a "Notice of Prepayment") of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedEurodollar Loans were made, which notice Notice of Prepayment shall be substantially in the form of Exhibit A-3 and shall be given by the Borrower prior to the Administrative Agent by 12:00 p.m. Noon (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and prepayment, which notice Notice of Prepayment shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan Base Rate Loans shall be in an aggregate principal amount of at least $500,000; provided1,000,000 and of any Borrowing of Eurodollar Loans shall be in an aggregate principal amount of at least $5,000,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans -------- made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro --- rata among the such Revolving Loans; and (iv) Eurodollar Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender designated for ---- prepayment pursuant to this clause (b), Section 4.01 only on the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case last day of the repayment of Loans of Interest Period applicable thereto. The Borrower shall not have the right to voluntarily prepay any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtainedCompetitive Bid Loans.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are B Term Loans, Revolving RF Loans or Swing Line Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower prior to the Administrative Agent by 12:00 p.m. Noon (New York City time) at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice shall be given by the Borrower on the date of prepayment) and at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment with respect to Eurodollar Loans, and which notice shall (except in the case of Swing Line a prepayment of Swingline Loans) shall promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided1,000,000 (or $100,000, that any in the case of a partial prepayment of Eurocurrency any Borrowing of Swingline Loans), provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable theretoexcept as provided in clause (v) below, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Loans of a given Facility made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of RF Loans comprising such Borrowing; providedpursuant to this Section 3.01, that such prepayment shall not be applied to any Revolving RF Loans of an Impaired Lender a Defaulting Lender; (iv) at any the time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share prepayment of all Revolving Eurodollar Loans then outstandingpursuant to this Section 3.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b11.12(b), the Borrower shall have the rightmay, upon five (5) two Business Days’ prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all LoansLoans of such Lender (including all amounts, if any, owing pursuant to Section 1.11), together with accrued and unpaid interest, fees Fees and all other amounts due and then owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 12.1(b11.12(b), so long as (A) in the case of the repayment of Revolving RF Loans of any Revolving Lender pursuant to this clause (bv), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant (at which time Annex I shall be deemed modified to Section 4.1(breflect the changed Revolving Commitments) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b11.12(b) in connection with the repayment pursuant to this clause (bv) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment with respect to Base Rate Loans and three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided500,000 and, if greater in an integral multiple of $100,000, provided that any no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency Eurodollar Loans may only be prepaid pursuant to this Section 4.3 4.01 on the last day of an the Interest Period applicable thereto, or subject unless prior prepayment is accompanied by all breakage costs owing pursuant to Section 3.5 on any other day1.11 in connection therewith; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied distributed pro rata among the Lenders which made such Loans, provided that, at the Borrower's election in connection with any prepayment of Loans comprising such Borrowing; providedpursuant to this Section 4.01, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired a Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, all or any part of the Term outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the Swing Line entire outstanding balance, if less) and subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans in any combination(or the entire outstanding balance, in whole or in part, from time to time, without premium or penalty except as set forth in Section 4.5(cif less), on any Banking Day; provided that (a) in the following terms and conditions: event of prepayment of any LIBO Rate Loan, whether voluntary or on account of acceleration (i) the Borrower shall give must provide three (3) Banking Days notice to the Administrative Agent irrevocable prior to making such prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Loan before the applicable Bid Loan Maturity Date, but if a Bid Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. "FUNDING LOSSES" shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits); provided that such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the event of any such payment, each Syndication Party which had funded the LIBO Rate Loan being paid shall, promptly after being notified of such payment, send written notice at its Notice Office (or telephonic notice promptly confirmed in writing"FUNDING LOSS NOTICE") of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the case amount of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans such Funding Losses. A determination by a Syndication Party as 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 applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may be prepaid amounts payable pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agentconclusive absent manifest error. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The (a) Upon certain events, from time to time, the Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or and the Swing Line Loans in any combinationLoans, in whole or in part, from time to time, without premium or penalty (except as set forth provided in Section 4.5(cclause (iii) below), on the following terms and conditions: upon at least three (i3) the Borrower shall give Business Days’ telephonic notice from an Authorized Officer (effective upon receipt) to the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent prior to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied10:30 A.M., which notice shall be given by the Borrower to irrevocable. The Authorized Officer shall provide the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in written confirmation of each such telephonic notice but failure to provide such confirmation shall not affect the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date validity of such prepayment and which notice shall telephonic notice, provided that (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (iii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least not less than $500,000; provided, that any or if greater, an integral multiple of $100,000 in excess thereof, (ii) no partial prepayment of Eurocurrency LIBOR Loans made pursuant to a any single Borrowing that reduces shall reduce the aggregate outstanding principal amount of the outstanding remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject $1,000,000 or to the ante-penultimate sentence any greater amount not an integral multiple of Section 4.5(a); $1,000,000 in excess thereof, and (iii) Eurocurrency Loans unless made together with all amounts required under Section 5.11 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be prepaid pursuant to this Section 4.3 made only on the last day of an the Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing . Each such notice shall be applied pro rata among specify the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the proposed date of such prepayment in direct order and the aggregate principal amount and Type of maturity the Loans to be prepaid (and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of LIBOR Loans, the repayment Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Revolving Loans of any Revolving Lender or Swing Line Loans prepaid pursuant to this clause subsection (b)a) may be reborrowed, subject to the Revolving Commitment terms and conditions of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause Agreement. (b) Each prepayment of the Revolving Loans or Swing Line Loans made pursuant to subsection (a) above shall have been obtainedbe applied ratably among the Lenders holding the Revolving Loans being prepaid and Bank of America, as Lender of the Swing Line, in proportion to the principal amount held by each.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, without premium or penalty, from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable at the Payment Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term AR Loans, Revolving Loans or Swing Line Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowings Borrowing(s) pursuant to which such prepayment is to be appliedmade, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment with respect to Base Rate Loans (except that any such notice with respect to Swingline Loans may be given prior to 1:00 P.M. (New York time) on the date of prepayment) and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided500,000 and, if greater, in an integral multiple of $100,000, provided that any (x) Swingline Loans may be prepaid in an aggregate amount of at least $250,000 and (y) no partial prepayment of Eurocurrency Eurodollar Loans made pursuant to a single Borrowing that reduces shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)thereto; (iii) Eurocurrency at the time of any prepayment of Eurodollar Loans may be prepaid pursuant to this Section 4.3 4.01 on any date other than the last day of an the Interest Period applicable thereto, or subject the Borrower shall pay the amounts required pursuant to Section 3.5 on any other day1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among the Loans comprising such Borrowing; Loans, provided, that at the Borrower's election in connection with any prepayment pursuant to this Section 4.01 of (x) AR Loans prior to the AR Termination Date or (y) Revolving Loans, such prepayment shall not be applied to any AR Loans or Revolving Loans Loans, as the case may be, of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstandinga Defaulting Bank; and (v) each voluntary prepayment made after the AR Termination Date of Term AR Loans pursuant to this Section 4.01 shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Term RepaymentsRepayment). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. A. The Borrower shall have the right to prepay the Revolving Loans and Swingline Loans, any of the Term Loans in each case, without premium or the Swing Line Loans in any combinationpenalty, in whole or in part, part from time to time, without premium or penalty except as set forth in Section 4.5(c), time on the following terms and conditions: : (ia) the Borrower shall give the Administrative Agent irrevocable at the Administrative Agent’s Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term Loans, Revolving Loans or Swing Line Loansprepayment, the amount of such prepayment and prepayment, the Type of Loans to be prepaid (or whether Swingline Loans are to be paid) and, in the case of LIBOR Loans, the specific Borrowings to which such prepayment is to be appliedBorrowing(s) being prepaid, which notice shall be given by the Borrower to no later than (i) in the Administrative Agent by 12:00 case of LIBOR Loans, 1:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall prepayment, (except ii) in the case of Swing Line ABR Loans, 1:00 p.m. on the date of such prepayment, and (iii) in the case of Swingline Loans, 3:00 p.m. Central time on the date of such prepayment, and in each case, shall promptly be transmitted by the Administrative Agent to each of the applicable Lenders or Swingline Lenders; , as applicable; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loansi) LIBOR Loans shall be in an aggregate Dollar Equivalent principal a minimum amount of at least $5,000,000 500,000 and each in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency LIBOR Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence $1,000,000 for such LIBOR Loans; and (c) any prepayment of Section 4.5(a); (iii) Eurocurrency LIBOR Loans may be prepaid pursuant to this Section 4.3 5.1 on any day other than the last day of an Interest Period applicable thereto, or thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 3.5 on any other day2.11. With respect to each prepayment of Loans elected under this Section 5.1, the Borrower may designate (i) the Types of Loans that are to be prepaid and the specific Borrowing(s) being repaid and (ii) the Loans to be prepaid; provided that (ivA) each prepayment in respect of any Loans made pursuant 10-Q to a Borrowing shall be applied pro rata among such Loans and (B) notwithstanding the Loans comprising such Borrowing; providedprovisions of the preceding clause (A), that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary no prepayment of Term Loans shall be applied first to the Scheduled Term Repayments Loans of the Term Facility being repaid due within the 12 month period following the date of such prepayment any Defaulting Lender unless otherwise agreed in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified writing by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in . In the absence of such requesta designation by the Borrower under Section 5.2(d), as the Administrative Agent shall determine). The notice provisionsshall, the provisions with respect subject to the minimum amount of any prepaymentabove, and the provisions requiring prepayments make such designation in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by its reasonable discretion with a Lender to consent to certain proposed changesview, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders)but no obligation, to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and minimize breakage costs owing to such Lender in accordance with said under Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained2.11.