Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (1) Any time and from time to time, the Borrower may prepay any Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.

Voluntary Prepayments. (1) Any Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give Administrative Agent prior to 12:00 Noon (New York time, the Borrower may prepay any Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: ) at its Notice Office (x) unless at least one Business Day prior to the Loan will date that a prepayment of Base Rate Loans is to be paid made, prior written notice (or telephonic notice promptly confirmed in full as a result writing) of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; its intent to prepay Base Rate Loans and (y) sufficient amounts are on deposit at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, the Principal Collection Account in amount of such prepayment and the relevant Specified Currencies to pay the principal Types of the Loans to be prepaid together with and, in the other amounts that will be owing in connection therewith case of Eurodollar Loans, the specific conversion or conversions pursuant to which made, which notice Administrative Agent shall promptly transmit to each of the Lenders; (including any related Make-Whole Amount). (2ii) All such prepayments each prepayment shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the an aggregate principal amount of at least $1,000,000 (or, if less, the full amount of such outstanding Loans); provided that if any partial prepayment of Eurodollar Loans specified shall reduce the outstanding Eurodollar Loans to an amount less than $5,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 2.01 on any day other than the last day of an Interest Period applicable thereto shall be accompanied by the amounts required under Section 1.10; and (iv) each prepayment in respect of any Loans pursuant to a Borrowing shall, except as set forth below, be applied pro rata among such notice shall become due and payable on the prepayment date specified thereinLoans.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to time, the Borrower may prepay any Revolving Loans on any Business Day in whole or in part from time to time on the following terms and conditions: (eachi) the Borrower shall give the Payments Administrator at the Payments Administrator's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate minimum principal amount not of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Applicable Minimum Borrowing Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefromfor Eurodollar Loans; and (yiii) sufficient amounts are on deposit 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 Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing Borrower's election in connection therewith (including with any related Make-Whole Amount). (2) All prepayment pursuant to this Section 3.01, such prepayments prepayment shall not be made, upon not less than three Business Days (or such shorter time period agreed applied to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice any Revolving Loan of a Voluntary Prepayment shall specify Defaulting Bank at any time when the principal aggregate amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of Revolving Loans of any Non-Defaulting Bank exceeds such notice, Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. The Borrower shall not have the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinright to voluntarily prepay any Competitive Bid Loans.

Voluntary Prepayments. Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (1New York City time) Any on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time, the Borrower may prepay any Loans Swing Line Loan on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount of $500,000 and integral multiples of $100,000 in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be madeamount. Company may, upon not less than three one Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) Day’s prior written or telephonic notice notice, in advance the case of Base Rate Loans, and three Business Days’ prior written or telephonic notice, in the proposed Voluntary Prepayment datecase of Eurodollar Rate Loans, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 1:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (and the Administrative Agent Agent, who will promptly transmit a copy of such written notice to notify each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time prepay the related prepayment date (which Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. All written notices delivered pursuant to this subsection 2.4B(i) shall be in the form of a Business Day). Upon the giving Notice of any such noticePrepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) shall be irrevocable, and once given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that if notice is given in connection with the refinancing of the Loans with the proceeds of Indebtedness (other than the Loans) or in connection with a transaction that would result in a Change in Control and, in either case, such transaction does not close, such notice shall be revocable and the amounts specified therein shall not be due and payable except for any amounts payable as a result thereof pursuant to subsection 2.6D. Any such voluntary prepayment shall be applied as specified in subsection 2.4B(iv).

Voluntary Prepayments. (1a) Any The Borrower may at any time and from time to timetime prepay the Loans, in whole or in part, in each case, without premium or penalty (except, in the case of Term Loans, as provided in Section 4.01(c) and, in the case of all Loans, as provided in Section 2.12). Subject to the terms, conditions and limitations set forth herein, the Borrower may prepay reborrow any Revolving Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount)have been prepaid. (2b) All such prepayments Any prepayment of Loans shall be mademade upon irrevocable notice (subject to revocation as, upon not less than three Business Days and in the circumstances, set forth in clause (or such shorter time period agreed to by the Administrative Agent in its sole discretionII) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given below) delivered to the Administrative Agent (with a copy and, to the Collateral Agent extent solely with respect to the Revolving Loans, the Revolving Agent) no later than Noon (New York City time) three Business Days prior thereto, in the case of LIBOR Loans, and the Collateral Administrator) by 12:00 p.m. no later than Noon (New York City time) on the date required andof such payment, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment, identify the Class and Tranche of the prepayment of Loans and whether the prepayment is of LIBOR Loans or Base Rate Loans; provided, that if given by telephonea LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, promptly confirmed by delivery the Borrower shall also pay any amounts owing pursuant to Section 2.12; and provided, further, that (I) each voluntary prepayment of written Loans pursuant to this Section 4.01(b) shall be applied at the Borrower’s election, to the Revolving Loans exclusively or to each Tranche of Term Loans on a pro rata basis (other than a prepayment of Loans with the proceeds of (x) Indebtedness Incurred pursuant to Section 2.17 or (y) Indebtedness Incurred under Section 8.01(d), which, in each case, shall be applied to the Tranche of Loans being Refinanced pursuant thereto) and (II) if such notice thereof of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Term Facilities, Revolving Facilities or otherwise conditioned upon the consummation of any other transaction or the occurrence of any event (including an acquisition or a Change of Control), such notice of prepayment may be revoked if such Refinancing is not consummated or such condition is not satisfied, subject to payment of any costs referred to in Section 2.12. Upon receipt of any such notice the Administrative Agent (and the Administrative Agent will Revolving Agent, if applicable) shall promptly transmit a copy of such written notice to notify each Lender)relevant Lender thereof. Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of If any such noticenotice is given, the principal amount of the Loans specified in such notice shall become be due and payable on the prepayment date specified therein, together with accrued interest to such date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 4.01(c), if applicable, and accrued interest. Partial prepayments of Term Loans shall be in an aggregate principal amount of at least $1,000,000 or, if less, the outstanding principal amount of such Borrowing. Prepayments of Revolving Loans and Swing Line Loans shall be an aggregate principal amount not less than the lesser of (i) $1,000,000 and (ii) the aggregate principal amount of all such Revolving Loans or Swing Line Loans outstanding. (c) If the Borrower (x) prepays, refinances, converts, substitutes or replaces any Term Loans in connection with a Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, then the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Lenders holding Term Loans immediately prior to the consummation of such Repricing Transaction (including each Lender holding Term Loans immediately prior to the consummation of such Repricing Transaction that withholds its consent to such Repricing Transaction and is replaced as a Replaced Lender under Section 2.14), (I) in the case of clause (x), a prepayment premium equal to the Applicable Prepayment Percentage of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to the Applicable Prepayment Percentage of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (as applicable, the “Prepayment Fees”); provided that, for the avoidance of doubt, the Borrower shall not be subject to the requirements of this Section 4.01(c) with respect to any Repricing Transaction occurring after the date that is twelve (12) months after the Original Closing Date. (d) All voluntary prepayments of a Tranche of Term Loans in accordance with this Section 4.01 shall be applied to the remaining amortization payments of the respective Tranches of Term Loans as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturity).

Voluntary Prepayments. (1) Any time and from time to time, the Borrower The Loans may prepay any Loans on any Business Day be repaid in whole or in part without premium or penalty (each, a “Voluntary Prepayment”)except, in an aggregate minimum amount not less the case of Loans other than the Applicable Minimum Amount and integral multiples in excess of that amount equal Base Rate Loans, amounts payable pursuant to the related Applicable Integral MultipleSection 8.4); provided that: : (xa) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal case of the Loans to other than Swing Line Loans, (A) notice thereof must be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be madereceived by 11:00 a.m., upon not less than three Business Days (or such shorter time period agreed to Chicago time, by the Administrative Agent at least three (3) Business Days prior to the date of prepayment, in its sole discretionthe case of LIBOR Loans, and one (1) Business Day prior written or telephonic notice to the date of prepayment, in advance the case of Base Rate Loans, (B) any such prepayment shall be a minimum principal amount of $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof, in the proposed Voluntary Prepayment datecase of LIBOR Loans and $500,000.00 and integral multiples of $100,000.00 in excess thereof, in the case of Base Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; and (b) in the case given to of Swing Line Loans, (A) notice thereof must be received by the Administrative Agent Swing Line Lender by 1:00 p.m., Chicago time, on the date of prepayment (with a copy to the Collateral Agent Administrative Agent), and (B) any such prepayment shall be in the Collateral Administrator) by 12:00 p.m. same minimum principal amounts as for advances thereof (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof or any lesser amount that may be acceptable to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Swing Line Lender). Each such notice of a Voluntary Prepayment voluntary prepayment hereunder shall be irrevocable and shall specify the principal date and amount of prepayment and the Loans and types of Loans that are being prepaid. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein. Prepayments of LIBOR Loans hereunder shall be accompanied by accrued interest on the amount prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such noticebreakage or other amounts due, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinif any, under Section 8.4.

Voluntary Prepayments. (1) Any time and from time Each Borrower shall have the right to time, the Borrower may prepay any Revolving Loans on any Business Day made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, a “Voluntary Prepayment”)the amount of such prepayment, the currency in which such Loans are denominated and the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by such Borrower (x) prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans and (y) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment shall be in an aggregate minimum principal amount not of at least $1,000,000, or the Dollar Equivalent thereof, provided that no partial prepayment of any Revolving Loans shall reduce the aggregate principal amount of the Revolving Loans outstanding to an amount less than the Applicable Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and integral multiples in excess (iv) prepayments of that amount equal Eurodollar Loans made pursuant to this Section 4.01 may only be made on the related Applicable Integral Multiple; provided that: (x) last day of an Interest Period applicable thereto unless the Loan will concurrently with such prepayment any payments required to be paid in full made pursuant to Section 1.12 as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts prepayment are on deposit in made. No Borrower shall have the Principal Collection Account in the relevant Specified Currencies right under this Section 4.01 to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including prepay any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinany Competitive Bid Loans.

Voluntary Prepayments. The Borrower may, at its option, prepay the ABR Advances and Eurodollar Advances, in whole or in part, without premium or penalty (1other than any indemnification amounts, as provided for in Section 2.14) Any at any time and from time to time, time by notifying the Borrower may prepay any Loans on any Administrative Agent in writing at least one Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit proposed prepayment date in the Principal Collection Account case of Loans consisting of ABR Advances and at least three Business Days prior to the proposed prepayment date in the relevant Specified Currencies to pay the principal case of Loans consisting of Eurodollar Advances, specifying the Loans to be prepaid together with consisting of ABR Advances, Eurodollar Advances or a combination thereof, the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which of prepayment. Such notice shall be a Business Day). Upon irrevocable and the giving of any such notice, the principal amount of the Loans specified in such notice shall become be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender in respect thereof. Partial prepayments of ABR Advances and/or Eurodollar Advances shall be in an aggregate minimum principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date specified thereinand which had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall be at least (subject to Section 2.3(c)) $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. Notwithstanding anything in this Agreement to the contrary, voluntary prepayments by the Borrower of Competitive Bid Advances are not permitted.

Voluntary Prepayments. (1i) Any time and from time to timetime (A) with respect to Base Rate Loans, the any Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount; and (B) with respect to Eurocurrency Rate Loans, any Borrower may prepay any such Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount of, with respect to Loans denominated in Dollars and prepayments of Revolving Loans, $1,000,000 and integral multiples of $1,000,000 in excess of that amount, and, with respect to Loans denominated in Euro or any other Approved Currency, €5,000,000 and integral multiples of €1,000,000 in excess of that amount equal to (or such lesser amount as the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole AmountAdministrative Agent may agree).; (2ii) All such prepayments shall be made, made (A) upon not less than one Business Day’s prior written notice in the case of Base Rate Loans; and (B) upon not less than three (3) Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) Days’ prior written or telephonic notice in advance the case of the proposed Voluntary Prepayment date, Eurocurrency Rate Loans; in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) Agent, by 12:00 1:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will shall promptly transmit a copy of such written original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a). Notwithstanding anything to the contrary contained in this Agreement, any notice of prepayment pursuant to this Section 2.13(a) may state that the effectiveness of such prepayment is conditioned upon the consummation of a refinancing, sale, change of control or other event specified therein, in which case such notice may be revoked by the applicable Borrower (by written notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied, subject to payment of any costs referred to in Section 2.18 resulting therefrom.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to time, the Borrower may prepay any Loans on any Business Day in whole or in part from time to time without premium or penalty; provided, however, that (each, a “Voluntary Prepayment”), i) (A) Eurocurrency Rate Loans denominated in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal Dollars may only be prepaid on three Business Days’ prior written notice to the related Applicable Integral Multiple; provided that: Administrative Agent, (xB) unless the Loan will be paid Eurocurrency Rate Loans denominated in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Alternative Currencies to pay the principal of the Loans to may only be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three on four Business Days (or such shorter time period agreed Days’ prior written notice to by the Administrative Agent Agent, (C) Eurocurrency Rate Loans denominated in its sole discretion) Special Notice Currencies may only be prepaid on five Business Days’ prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent and (with a copy to the Collateral Agent and the Collateral AdministratorD) by 12:00 p.m. (New York City time) Base Rate Loans may be prepaid on the date required and, if given by telephone, promptly confirmed by delivery of same-day prior written notice thereof to the Administrative Agent Agent, (and the Administrative Agent will promptly transmit a copy ii) each such partial prepayment of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which Eurocurrency Rate Loans or Base Rate Loans shall be a Business Day). Upon in the giving of any such notice, the minimum principal amount of $5,000,000 and integral multiples of $1,000,000, (iii) each such partial prepayment of Swing Line Loans shall be in the minimum principal amount of $1,000,000 and integral multiples of $100,000 and (iv) Competitive Bid Loans specified may not be prepaid unless a breakage fee equal to the amount of damages suffered by the Lender (other than loss of anticipated profits) whose Competitive Bid Loan is prepaid is paid to such Lender (as determined by such Lender in its reasonable discretion). Amounts prepaid pursuant to this Section 3.3 (a) shall be applied as the Borrower may elect; however, if the Borrower fails to specify, such notice shall become due and payable on prepayment will be applied in the prepayment date specified thereinmanner set forth in Section 3.3(d) below.

Voluntary Prepayments. The Loans (1subject to clauses (b) Any time and from time to time, the Borrower (c) below) may prepay any Loans on any Business Day be repaid in whole or in part without premium or penalty (each, a “Voluntary Prepayment”)except, in an aggregate minimum amount not less the case of Loans other than the Applicable Minimum Amount Base Rate Loans and integral multiples in excess of that amount equal Daily Simple SOFR Loans, amounts payable pursuant to the related Applicable Integral MultipleSection 3.05); provided that: that (xA) unless the Loan will notice thereof must be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent by (I) 1:00 p.m. at least three (3) Business Days prior to the date of prepayment with respect to Term SOFR Loans, (II) 1:00 p.m. at least one (1) Business Day prior to the date of prepayment with respect to Base Rate Loans and (III) noon on the date of prepayment with respect to Daily Simple SOFR Loans, and (B) any such prepayment shall be in its sole discretion) prior written or telephonic notice the same minimum amounts as provided for Borrowings in advance of the proposed Voluntary Prepayment dateSection 2.02(a), or, in each case, the entire remaining principal amount thereof, if less. Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date and amount of prepayment and the Loans and Types of Loans which are to be prepaid; provided, that such notice of repayment (i) in connection with a refinancing of the entire outstanding principal amount of, and all accrued but unpaid interest on, the Loans may be contingent upon the closing of such refinancing; or (ii) may state that it is conditioned upon such other specified transaction, in which case given such notice may be revoked by the Borrower by written notice to the Administrative Agent (with a copy prior to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the specified due date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the such prepayment. The Administrative Agent will promptly transmit a copy of such written give prompt notice to each Lender). Each notice the applicable Lenders of a Voluntary Prepayment shall specify any prepayment on the principal amount to be prepaid Loans and the related prepayment date (which Lender’s interest therein. Prepayments of SOFR Loans hereunder shall be a Business Day). Upon the giving accompanied by accrued interest thereon and prepayments of any such noticeTerm SOFR Loans hereunder shall be accompanied by breakage amounts, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinif any, under Section 3.05.

Voluntary Prepayments. (1a) Any At any time and from time to time, the Borrower may shall have the right to prepay any Loans on any Business Day the Loans, in whole or in part part, without premium or penalty (each, a “Voluntary Prepayment”except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, five (5) Business Days prior to each intended prepayment of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans, provided that (i) each partial prepayment shall be in an aggregate minimum principal amount of not less than the Applicable Minimum Amount and $1,000,000 or, if greater, an integral multiples multiple of $500,000 in excess thereof (an integral multiple of that $100,000 in the case of Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount equal of the remaining LIBOR Loans under such Borrowing to the related Applicable Integral Multiple; provided that: less than $3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (xiii) unless the Loan will made together with all amounts required under Section 2.18 to be paid in full as a result consequence of such Voluntary Prepaymentprepayment, no Default or Event a prepayment of Default has occurred a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and is continuing or would result therefrom; the aggregate principal amount, Class and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal Type of the Loans to be prepaid together with (and, in the other amounts that will case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be owing in connection therewith irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Revolving Loans and Swingline Loans (including any related Make-Whole Amount)but not Term Loans) prepaid pursuant to this subsection (a) may be reborrowed, subject to the terms and conditions of this Agreement. (2b) All such prepayments Each prepayment of the Term Loans made pursuant to subsection (a) above shall be made, upon not less than three Business Days (or such shorter time period agreed applied to by reduce the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the outstanding principal amount of the Loans specified in Term Loans, with such notice shall become due and payable 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. Each prepayment date specified thereinof the Loans made pursuant to subsection (a) above shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each.

Voluntary Prepayments. (1) Any Prior to the applicable Stated Maturity Date, either Borrower may, at any time and from time to time, the Borrower may prepay any Loans time on any Business Day Day, make a voluntary prepayment, in whole or in part (eachpart, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with outstanding principal amount of the other amounts that will be owing in connection therewith (including any related Make-Whole Amount).Loans; provided, however, that: (2a) All any such prepayments shall be mademade Pro Rata among Loans of the same Class and, upon if applicable, having the same Interest Period of all the applicable Lenders; (b) all such voluntary prepayments shall require (i) in the case of Eurodollar Rate Loans, notice to the Administrative Agent on or before 2:00 p.m. (New York City time) not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of any prepayment thereof, and (ii) in the proposed Voluntary Prepayment datecase of Base Rate Loans, in each case given notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 on or before 2:00 p.m. (New York City time) on the date required Business Day of any prepayment thereof; and (c) all such voluntary partial prepayments shall be (i) in the case of Revolving Loans, Term Loans and Delayed Draw Term Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 or, if given less, the aggregate principal amount of the relevant Loans outstanding hereunder, or (ii) in the case of Swing Line Loans, in any minimum or multiple amount; provided, that a notice of a voluntary prepayment delivered by telephoneeither Borrower may state that such notice is conditioned upon the effectiveness of other transactions, promptly confirmed in which case such notice may be revoked or delayed by delivery of written such Borrower (by notice thereof to the Administrative Agent on or prior to the date of the requested prepayment) if (x) such condition is not satisfied and (y) the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount Borrowers pay all amounts that are required to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified paid in such notice shall become due and payable on the prepayment date specified thereinaccordance with Section 4.4.

Voluntary Prepayments. ​ (1a) Any time and from time Borrowers shall have the right to time, prepay the Borrower may prepay any outstanding remaining balance of the Loans on any Business Day in whole or in part partfull on the following terms and conditions: (eachi) Borrowers shall give Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment and (B) the amount of such prepayment, a “Voluntary Prepayment”)no later than 5:00 p.m. 1590 calendar days prior to the date of such prepayment, andwhich notice shall promptly be transmitted by Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to no less than $1,000,000; and (iiiii) such prepayment may only be made on the related Applicable Integral Multiple; provided that: last Business Day of a calendar month. ​ ​ (xb) unless Any voluntary prepayment of the Loans hereunder that is made prior to the Maturity Date, the Dispensary Loan will be paid Maturity Date or the Delayed Draw Term Loan Maturity Date, as applicable, or any payment upon acceleration in full as a result accordance with Section 10.02 (including, for the avoidance of such Voluntary Prepaymentdoubt, no Default or in connection with an Event of Default has occurred and is continuing under Section 10.01(a), 10.01(h) or would result therefrom; and (y10.01(j)) sufficient amounts are on deposit in and, for the Principal Collection Account in the relevant Specified Currencies to pay the principal avoidance of doubt, any refinancing of the Loans to Loans) shall be prepaid accompanied by all accrued interest on the amount prepaid, together with the other amounts that will be owing in connection therewith (including any related applicablethe Make-Whole Amount). (2) All such prepayments shall be madeAmount or, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent Delayed Draw Term Loan Make-Whole Amount and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender)Dispensary Loan Make WholeMake-Whole Amount. Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.​

Voluntary Prepayments. (1a) Any At any time and from time to time, the Borrower may shall have the right to prepay any Loans on any Business Day the Loans, in whole or in part part, together with accrued interest to the date of prepayment, without premium or penalty (each, a “Voluntary Prepayment”except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 12:00 p.m. three (3) U.S. Government Securities Business Days prior to each intended prepayment of SOFR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans, unless such notice requirement is shortened by the Administrative Agent; provided that (i) each partial prepayment shall be in an aggregate minimum principal amount of not less than the Applicable Minimum Amount and $500,000 or, if greater, an integral multiples multiple of $100,000 in excess thereof in the case of that SOFR Loans and an aggregate principal amount equal of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof in the case of Base Rate Loans, (ii) no partial prepayment of SOFR Loans made pursuant to any single Borrowing shall reduce the related Applicable Integral Multiple; provided that: outstanding principal amount of the remaining SOFR Loans under such Borrowing to less than $500,000 or to any greater amount not an integral multiple of $100,000 in excess thereof, and (xiii) unless the Loan will made together with all amounts required under Section 2.18 to be paid in full as a result consequence of such Voluntary Prepaymentprepayment, no Default or Event a prepayment of Default has occurred a SOFR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and is continuing or would result therefrom; the aggregate principal amount and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal Type of the Loans to be prepaid together with (and, in the other amounts that will be owing in connection therewith (including any related Make-Whole Amountcase of SOFR Loans, the Interest Period of the Borrowing pursuant to which made). (2) All such prepayments , and shall be madeirrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, upon not less than three Business Days (or such shorter time period agreed subject to by the terms and conditions of this Agreement. In the event the Administrative Agent in its sole discretion) prior written or telephonic receives a notice in advance of the proposed Voluntary Prepayment dateprepayment under this Section 2.7(a), in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written will give prompt notice thereof to the Administrative Agent (and Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent will promptly transmit a copy shall have no obligation to notify the Lenders with respect thereto. (b) Each prepayment of such written notice the Loans made pursuant to each Lender). Each notice of a Voluntary Prepayment Section 2.7(a) shall specify be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinheld by each.

Voluntary Prepayments. (1a) Any The Borrower shall have the right at any time and from time to time, the Borrower may time to prepay any Loans on any Business Day Borrowing, in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be madepart, upon not less than at least three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) Days’ prior written or telephonic fax notice (or telephone notice promptly confirmed by written or fax notice) in advance the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the proposed Voluntary Prepayment datedate of prepayment in the case of ABR Loans, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (before 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date required andstated therein; provided, however, that if given by telephonesuch prepayment is for all of the then outstanding Loans, promptly confirmed by delivery of written then the Borrower may (x) revoke such notice thereof prior to the Administrative Agent proposed date of prepayment and/or (y) extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Loans that are not made in connection with the termination or permanent reduction of the Commitments) shall be accompanied by accrued and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify unpaid interest on the principal amount to be prepaid and to but excluding the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinpayment.

Voluntary Prepayments. (1a) Any time and from time The Borrower shall have the right to timeprepay Loans, the Borrower may prepay any Loans on any Business Day including Term Loans, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than from time to time on the Applicable Minimum Amount following terms and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount).conditions: (21) All such prepayments the Borrower shall be made, upon not less than three Business Days (or such shorter time period agreed to by give the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to at the Administrative Agent Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (with a copy in the case of Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Collateral Agent and the Collateral Administrator) by Borrower no later than 12:00 p.m. noon (New York City time) on (i) in the case of Term SOFR Loans, three U.S. Government Securities Business Days prior to or (ii) in the case of ABR Loans, one Business Day prior to the date required andof such prepayment (or, in each case of clauses (i) and (ii), a shorter period if given agreed to by telephonethe Administrative Agent) and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (2) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such Term SOFR Loans, and (3) in the case of any prepayment of Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly confirmed after receipt of a written request by delivery of written notice thereof any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrowers may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrowers may specify (and if no such order is specified by the Borrower, in direct order of maturity). At the Borrowers’ election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Restatement Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent will promptly transmit Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a copy prepayment premium of such written notice to each Lender). Each notice 1.00% of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Initial Term Loans specified being prepaid in connection with such notice shall become due Repricing Transaction and payable on (y) in the prepayment date specified thereincase of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (1) Any The Borrower may, at its option, at any time and from time to time, prepay the Borrower may prepay any Loans on any Business Day Loans, in whole or in part (eachpart, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal upon giving five Business Days' prior written notice to the related Applicable Integral Multiple; provided that: Administrative Agent. Such notice shall specify the date and amount of prepayment and whether the prepayment is (x1) unless the Loan will be paid in full as of Term Loans or Revolving Credit Loans, or a result of such Voluntary Prepaymentcombination thereof, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be madeof Eurodollar Loans, upon not less than three Business Days (Base Rate Loans or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment datea combination thereof, and, in each case given to the Administrative Agent (with if a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required andcombination thereof, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount allocable to be prepaid and the related prepayment date (which shall be a Business Day)each. Upon the giving receipt of any such notice, the principal amount Administrative Agent shall promptly notify each Lender of the Loans contents thereof and of such Lender's Applicable Percentage of such prepayment. If any such notice is given, the amount specified in such notice shall become be due and payable on the prepayment date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Section 2.16 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Prepayments of (A) the Term Loans pursuant to this Section 2.8(b) shall be applied in the inverse order of maturity of the remaining scheduled installment payments of the Term Loans required pursuant to Section 2.4(b); and (B) the Revolving Credit Loans pursuant to this Section 2.8(b) shall be applied to payment of the Revolving Credit Loans then outstanding. Each prepayment of Loans shall be in the minimum principal amount of $500,000 and in integral multiples of $100,000 or in the aggregate principal balance outstanding on the Term Loans or on the Revolving Credit Loans, as applicable.

Voluntary Prepayments. (1a) Any time and from time The Borrowers shall have the right to timeprepay the Loans, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (eachi) a Borrower shall give the Agent at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal Borrower prior to the related Applicable Integral Multiple; provided that: 11:00 A.M. (New York time) (x) unless at least one Business Day prior to the Loan will be paid in full as a result date of such Voluntary Prepayment, no Default or Event prepayment in the case of Default has occurred and is continuing or would result therefrom; Revolving Loans maintained as Base Rate Loans and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than at least three Business Days (or prior to the date of such shorter time period agreed to prepayment in the case of Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment date, Lenders; (ii) each prepayment shall be in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the an aggregate principal amount of at least $1,000,000; provided that no partial payment of Eurodollar Loans made pursuant to be prepaid and a Borrowing shall reduce the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Eurodollar Loans specified outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such notice Revolving Loans; provided that such prepayment shall become due and payable on the prepayment date specified thereinnot be applied to any Revolving Loans of a Defaulting Lender.

Voluntary Prepayments. (1a) Any time The Borrowers shall have the right to prepay Loans, including Term Loans and from time to timeRevolving Credit Loans, the Borrower may prepay any Loans on any Business Day as applicable, in each case, without premium or penalty (other than as set forth in Section 5.1(b) or Section 5.1(c) (as applicable)), in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than from time to time on the Applicable Minimum Amount following terms and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided thatconditions: (x1) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments Parent Borrower shall be made, upon not less than three Business Days (or such shorter time period agreed to by give the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to at the Administrative Agent Agent’s Office written notice of its intent to make such prepayment (with a copy which may be conditioned on the occurrence of any specified transaction and, if such specified transaction does not occur as intended, such notice may be revoked or amended by the Parent Borrower), the amount of such prepayment and (in the case of Term SOFR Loans or Eurocurrency Loans) the specific Borrowing(s) pursuant to which they were made, which notice shall be given by the Collateral Agent and the Collateral Administrator) by Parent Borrower no later than 12:00 p.m. Noon (New York City time) (i) in the case of Term SOFR Loans, three Business Days prior to the date of such prepayment, (ii) in the case of Eurocurrency Loans denominated in Euros, three Business Days prior to the date of such prepayment, (iii) in the case of RFR Loans denominated in Pounds Sterling, one Business Day prior to the date of such prepayment, or (iv) in the case of ABR Loans, on the date required andBusiness Day of such prepayment; (2) each partial prepayment of any Borrowing shall be in a minimum amount of the Minimum Borrowing Amount and in multiples of the Borrowing Multiple in excess thereof, if given by telephonein each case for Loans of the applicable Type; provided that no partial prepayment of Term SOFR Loans or Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Term SOFR Loans or Eurocurrency Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such Term SOFR Loans or Eurocurrency Loans; and (3) in the case of any prepayment of Term SOFR Loans or Eurocurrency Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the applicable Borrower shall, promptly confirmed after receipt of a written request by delivery of written notice thereof any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans, and individual Borrowings or Types, as the Parent Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, Amendment No. 3 Term Loan Repayment Amounts, Amendment No. 5 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Parent Borrower may specify, and absent any such direction, in direct order of maturity. Each prepayment in respect of any Revolving Credit Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Revolving Credit Loans, and individual Borrowings or Types, as the Parent Borrower may specify. (b) In the event that, on or prior to the date that is twelve months after the Closing Date, the Borrowers (i) make any voluntary prepayment pursuant to this Section 5.1, or any mandatory prepayment in connection with a Debt Incurrence Prepayment Event, in each case, of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Initial Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Initial Term Loans, then the Borrowers shall pay to the Administrative Agent will promptly transmit a copy Agent, for the ratable account of each applicable Lender in respect of such written notice to each Lender▇▇▇▇▇▇’s Loans that are the subject of such Repricing Transaction, (x) in the case of clause (i). Each notice , a prepayment premium of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving 1.00% of any such notice, the principal amount of the Initial Term Loans specified prepaid in connection with such notice Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) On and after the Amendment No. 35 Effective Date, in the event that, on or prior to the date that is six months after the Amendment No. 35 Effective Date, the Borrowers (i) make any voluntary prepayment pursuant to this Section 5.1, or any mandatory prepayment in connection with a Debt Incurrence Prepayment Event, in each case, of Amendment No. 35 Term Loans in connection withas a direct result of any Repricing Transaction the primarysole purpose of which is to decrease the Effective Yield on such Amendment No. 35 Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the primarysole purpose of which is to decrease the Effective Yield on such Amendment No. 35 Term Loans, then the Borrowers shall become due pay to the Administrative Agent, for the ratable account of each applicable Lender in respect of such ▇▇▇▇▇▇’s Loans that are the direct subject of such Repricing Transaction, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Amendment No. 35 Term Loans actually prepaid in connection withas a direct result of such Repricing Transaction and payable on (y) in the prepayment date specified thereincase of clause (ii), an amount equal to 1.00% of the aggregate amount of the Amendment No. 35 Term Loans outstanding immediately prior to such amendment that are actually subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (1) Any time and from time Each Borrower shall have the right to time, the Borrower may prepay any Revolving Loans on any Business Day made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, a “Voluntary Prepayment”)the amount of such prepayment and the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be given by such Borrower at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate minimum principal amount not of at least $1,000,000 provided that no partial prepayment of Revolving Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Revolving Loans outstanding pursuant to such Borrowing to an amount less than the Applicable Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and integral multiples in excess (iv) prepayments of that amount equal Eurodollar Loans made pursuant to this Section 3.01 may only be made on the related Applicable Integral Multiple; provided that: (x) last day of an Interest Period applicable thereto unless the Loan will concurrently with such prepayment any payments required to be paid in full made pursuant to Section 1.12 as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts prepayment are on deposit in made. No Borrower shall have the Principal Collection Account in the relevant Specified Currencies right under this Section 3.01 to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including prepay any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinany Competitive Bid Loans.

Voluntary Prepayments. (1) Any time and Subject to the payment application provisions of Section 3.3(b), the Borrower shall have the right to prepay the Loans incurred by it in whole or in part from time to time, with a prepayment penalty of equal to four percent (4%) of the portion of the principal balance of the Loan being prepaid, on the following terms and conditions: (i) the Borrower may shall give the Agent at the Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, the amount of such prepayment, which notice shall be given by the Borrower at least three Business Days prior to the date of such prepayment, and which notice shall promptly be transmitted by the Agent to each of the Lenders; and (ii) each partial prepayment of any Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), Loan shall be in an aggregate minimum principal amount not less than the Applicable Minimum Amount of at least $100,000 and integral multiples of $100,000 in excess of that amount. Voluntary prepayments of Loans under the Tranche A/B Term Loan Facility shall be applied, respectively, to the prepayment of the outstanding principal amount of Tranche A/B Term Loans pro rata to the remaining Scheduled Tranche A/B Term Loans Principal Payments for the Loan, such that each remaining Scheduled Tranche A/B Term Loans Principal Payment shall be reduced by an amount equal to the related Applicable Integral Multiple; provided that: product of (xA) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; payment and (yB) sufficient amounts are on deposit in a fraction, the Principal Collection Account in the relevant Specified Currencies to pay the principal numerator of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given which is equal to the Administrative Agent (amount of each such remaining Scheduled Tranche A/B Term Loans Principal Payments with a copy respect to such Loan and the denominator is equal to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal total amount of the all Scheduled Tranche A/B Term Loans specified in Principal Payments remaining with respect to such notice shall become due and payable on the prepayment date specified thereinLoan.

Voluntary Prepayments. (1a) Any time and Borrower may, upon notice to Agent specifying that it is paying its Prime Loans, pay its Prime Loans in whole at any time, or from time to time, the Borrower may prepay any Loans on any Business Day in whole or time in part in amounts aggregating Fifty Thousand Dollars (each, a “Voluntary Prepayment”$50,000.00) or any larger multiple of Ten Thousand Dollars ($10,000.00), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify paying the principal amount to be prepaid paid together with all accrued and unpaid interest thereon to but excluding the related prepayment date of payment; provided, however, that in no event may the Borrower make a partial payment of Prime Loans which results in the total outstanding Revolving Credit Loans which are Prime Loans being greater than zero but less than One Hundred Thousand Dollars (which shall be a $100,000.00). (b) Borrower may, upon at least two (2) Business Day). Upon 's notice to Agent specifying that it is paying LIBOR Loans, pay on the giving last day of any Interest Period its LIBOR Loans to which such noticeInterest Period applies, in whole, or in part in amounts aggregating Five Hundred Thousand Dollars ($500,000.00) or any larger multiple of One Hundred Thousand Dollars ($100,000.00), by paying the principal amount to be paid together with all accrued and unpaid interest thereon to but excluding the date of payment; provided, however, that in no event may the Borrower make a partial payment of LIBOR Loans which results in the total outstanding LIBOR Loans with respect to which a given Interest Period applies being greater than zero but less than Two Million Five Hundred Thousand Dollars ($2,500,000.00). (c) Upon receipt of a notice of payment pursuant to this Section, the Agent shall promptly notify each Bank of the Loans specified in contents thereof and of such Bank's Pro Rata Share of such payment and such notice shall become due and payable on the prepayment date specified thereinnot thereafter be revocable by Borrower.

Voluntary Prepayments. (1a) Any time The Borrowers shall have the right to prepay Loans, including Term Loans and from time to timeRevolving Credit Loans, the Borrower may prepay any Loans on any Business Day as applicable, in each case, without premium or penalty (other than as set forth in Section 5.1(b) or Section 5.1(c) (as applicable)), in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than from time to time on the Applicable Minimum Amount following terms and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided thatconditions: (x1) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments Parent Borrower shall be made, upon not less than three Business Days (or such shorter time period agreed to by give the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to at the Administrative Agent Agent’s Office written notice of its intent to make such prepayment (with a copy which may be conditioned on the occurrence of any specified transaction and, if such specified transaction does not occur as intended, such notice may be revoked or amended by the Parent Borrower), the amount of such prepayment and (in the case of Term SOFR Loans or Eurocurrency Loans) the specific Borrowing(s) pursuant to which they were made, which notice shall be given by the Collateral Agent and the Collateral Administrator) by Parent Borrower no later than 12:00 p.m. Noon (New York City time) (i) in the case of Term SOFR Loans, three Business Days prior to the date of such prepayment, (ii) in the case of Eurocurrency Loans denominated in Euros, three Business Days prior to the date of such prepayment, (iii) in the case of RFR Loans denominated in Pounds Sterling, one Business Day prior to the date of such prepayment, or (iv) in the case of ABR Loans, on the date required andBusiness Day of such prepayment; (2) each partial prepayment of any Borrowing shall be in a minimum amount of the Minimum Borrowing Amount and in multiples of the Borrowing Multiple in excess thereof, if given by telephonein each case for Loans of the applicable Type; provided that no partial prepayment of Term SOFR Loans or Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Term SOFR Loans or Eurocurrency Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such Term SOFR Loans or Eurocurrency Loans; and (3) in the case of any prepayment of Term SOFR Loans or Eurocurrency Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the applicable Borrower shall, promptly confirmed after receipt of a written request by delivery of written notice thereof any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans, and individual Borrowings or Types, as the Parent Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, Amendment No. 3 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Parent Borrower may specify, and absent any such direction, in direct order of maturity. Each prepayment in respect of any Revolving Credit Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Revolving Credit Loans, and individual Borrowings or Types, as the Parent Borrower may specify. (b) In the event that, on or prior to the date that is twelve months after the Closing Date, the Borrowers (i) make any voluntary prepayment pursuant to this Section 5.1, or any mandatory prepayment in connection with a Debt Incurrence Prepayment Event, in each case, of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Initial Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Initial Term Loans, then the Borrowers shall pay to the Administrative Agent will promptly transmit a copy Agent, for the ratable account of each applicable Lender in respect of such written notice to each Lender▇▇▇▇▇▇’s Loans that are the subject of such Repricing Transaction, (x) in the case of clause (i). Each notice , a prepayment premium of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving 1.00% of any such notice, the principal amount of the Initial Term Loans specified prepaid in connection with such notice Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) On and after the Amendment No. 3 Effective Date, in the event that, on or prior to the date that is six months after the Amendment No. 3 Effective Date, the Borrowers (i) make any voluntary prepayment pursuant to this Section 5.1, or any mandatory prepayment in connection with a Debt Incurrence Prepayment Event, in each case, of Amendment No. 3 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Amendment No. 3 Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Amendment No. 3 Term Loans, then the Borrowers shall become due pay to the Administrative Agent, for the ratable account of each applicable Lender in respect of such ▇▇▇▇▇▇’s Loans that are the subject of such Repricing Transaction, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Amendment No. 3 Term Loans prepaid in connection with such Repricing Transaction and payable on (y) in the prepayment date specified thereincase of clause (ii), an amount equal to 1.00% of the aggregate amount of the Amendment No. 3 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (1a) Any Subject to Section 2.11(c), the Borrower may, upon notice to the Administrative Agent, at any time and from time to time, time voluntarily prepay the Loans in whole or in part without premium or penalty subject however to any breakage costs due in accordance with Section 2.16(c); provided that the Borrower may prepay any such Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”)part, in an aggregate minimum amount not less than the Applicable Minimum Amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount)amount. (2b) All such prepayments shall be made, made (i) upon not less than one Business Day’s prior written notice in the case of Base Rate Loans; and (ii) upon not less than three (3) Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) Days’ prior written or telephonic notice in advance the case of the proposed Voluntary Prepayment dateEurodollar Rate Loans, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. noon (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will shall promptly transmit a copy to each Lender such original notice for the prepayment of the Loans and the amount of each Lender’s ratable share of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Dayby telefacsimile or telephone). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.13. (c) In the event that all or any portion of the Initial Term Loans are (c) repaid through voluntary or mandatory repayments from the incurrence of Indebtedness having a lower effective yield (whether by reason of the interest rate applicable to such Indebtedness or by reason of the issuance of such Indebtedness at a discount) than the Initial Term Loans, each Lender holding Initial Term Loans shall be paid an amount equal to 1.0% of the amount of such Initial Term Loans repaid, if such repayment is effected prior to the one year anniversary of the Closing Date.

Voluntary Prepayments. (1) Any The Borrower may, at any time and from time to time, prepay the Borrower may prepay any Loans on any Business Day in whole or in part upon at least one (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal 1) Business Day’s (with respect to the related Applicable Integral Multiple; provided that: Base Rate Loans) or three (x3) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and Business Days’ (ywith respect to Eurodollar Loans) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies prior written notice to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance (which the Administrative Agent shall promptly transmit to each Lender, it being agreed that the failure of the proposed Voluntary Prepayment dateAdministrative Agent to give such notice shall not affect the Borrower’s right to prepay any Loan); provided, however, that (i) any partial prepayment shall be in minimum amounts of $1,000,000 and in multiples of $1,000,000 in excess thereof (except if such prepayment prepays the entire outstanding amount of the applicable Borrowing of Loans) and no partial prepayment of Eurodollar Rate Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining Loans under such Borrowing to less than $5,000,000 or to any greater amount not a multiple of $1,000,000 in excess thereof (except if such prepayment prepays the entire outstanding amount of such Borrowing) and (ii) Eurodollar Rate Loans may only be prepaid, in each case whole or in part, (A) on the expiration date of the then applicable Eurodollar Interest Period or (B) otherwise upon payment of the amounts described in Section 4.02(f). Any notice of prepayment given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administratorunder this Section 3.01(a) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount Loans to be prepaid and prepaid, the related prepayment date (which shall be a Business Day)) of prepayment, and the aggregate principal amount of the prepayment. Upon the giving When notice of any such noticeprepayment is delivered as provided herein, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinin such notice.

Voluntary Prepayments. (1) Any time and from time The Borrowers shall have the right to timeprepay the Loans, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (eachi) a Borrower shall give the Agent at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal Borrower prior to the related Applicable Integral Multiple; provided that: 11:00 A.M. (New York time) (x) unless at least one Business Day prior to the Loan will be paid in full as a result date of such Voluntary Prepayment, no Default or Event prepayment in the case of Default has occurred and is continuing or would result therefrom; Revolving Loans maintained as Base Rate Loans and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than at least three Business Days (or prior to the date of such shorter time period agreed to prepayment in the case of Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment date, Lenders; (ii) each prepayment shall be in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the an aggregate principal amount of at least $1,000,000; provided that no partial payment of Eurodollar Loans made pursuant to be prepaid and a Borrowing shall reduce the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Eurodollar Loans specified outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such notice Revolving Loans; provided that such prepayment shall become due and payable on the prepayment date specified thereinnot be applied to any Revolving Loans of a Defaulting Lender.

Voluntary Prepayments. (1a) Any At any time and from time to time, the Borrower may shall have the right to prepay any Loans on any Business Day the Loans, in whole or in part part, without premium or penalty (each, a “Voluntary Prepayment”except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte, North Carolina time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate minimum principal amount of not less than the Applicable Minimum Amount and $1,000,000 or, if greater, an integral multiples multiple of $500,000 in excess thereof, and each partial prepayment of that Base Rate Loans shall be in an aggregate principal amount equal of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000, respectively, in the case of Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the related Applicable Integral Multiple; provided that: aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (xiii) unless the Loan will made together with all amounts required under Section 2.18 to be paid in full as a result consequence of such Voluntary Prepaymentprepayment, no Default or Event a prepayment of Default has occurred a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and is continuing or would result therefrom; the aggregate principal amount, Class and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal Type of the Loans to be prepaid together with (and, in the other amounts that will be owing in connection therewith (including any related Make-Whole Amountcase of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made). (2) All such prepayments , and shall be madeirrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Revolving Loans and Swingline Loans (but not Term Loans) prepaid pursuant to this Section 2.7(a) may be reborrowed, upon not less than three Business Days (or such shorter time period agreed subject to by the terms and conditions of this Agreement. In the event the Administrative Agent in its sole discretion) prior written or telephonic receives a notice in advance of the proposed Voluntary Prepayment dateprepayment under this Section, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written will give prompt notice thereof to the Administrative Agent (and Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent will promptly transmit a copy shall have no obligation to notify the Lenders with respect thereto. (b) Each prepayment of such written notice the Term Loans made pursuant to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which Section 2.7(a) shall be a Business Day). Upon applied to reduce the giving of any such notice, the outstanding principal amount of the Tranche A Term Loans specified and the Tranche B Term Loans on a pro rata basis, with such reduction to be applied (y) first, to the next four (4) scheduled unpaid principal payments in such notice shall become each instance (as set forth in subsections (a) and (b) above, respectively) (excluding any scheduled principal payment due and payable on the date of such prepayment), in the direct order of maturity, and (z) second, to the extent of any excess remaining after application as provided in clause (y) above, to the other remaining scheduled principal payments in each instance (as set forth in subsections (a) and (b) above, respectively), in the inverse order of maturity (provided, however, that promptly upon notification thereof, one or more Tranche B Term Lenders may decline to accept any such prepayment date specified thereinto the extent there are sufficient amounts of Tranche A Term Loans outstanding to be paid with such declined prepayments, in which case such declined payments shall be allocated pro rata among the Tranche A Term Loans (it being understood that the Tranche B Term Lenders will have no such right to decline prepayments to the extent there are insufficient amounts of Tranche A Term Loans outstanding to be repaid) and applied as set forth hereinabove). Each prepayment of the Loans made pursuant to Section 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each.

Voluntary Prepayments. (1a) Any At any time and from time to time, the Borrower may shall have the right to prepay any Loans on any Business Day the Loans, in whole or in part part, without premium or penalty (each, a “Voluntary Prepayment”except as provided in clause (iii) below), upon written notice given to the Agent not later than 12:00 noon (Charlotte, North Carolina time) three (3) Business Days prior to each intended prepayment of LIBOR Loans and on the same Business Day of each intended prepayment of Base Rate Loans (including Swingline Loans), provided that (i) each partial prepayment shall be in an aggregate minimum principal amount of not less than the Applicable Minimum Amount and $1,000,000 or, if greater, an integral multiples multiple of $1,000,000 in excess thereof for LIBOR Loans and $500,000 in excess thereof for Base Rate Loans ($1,000,000 and $500,000, respectively, in the case of that Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount equal of the remaining LIBOR Loans under such Borrowing to the related Applicable Integral Multiple; provided that: less than $3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (xiii) unless the Loan will made together with all amounts required under Section 2.18 to be paid in full as a result consequence of such Voluntary Prepaymentprepayment, no Default or Event a prepayment of Default has occurred a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and is continuing or would result therefrom; the aggregate principal amount and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal Type of the Loans to be prepaid together with (and, in the other amounts that will be owing in connection therewith (including any related Make-Whole Amountcase of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made). (2) All such prepayments , and shall be madeirrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Revolving Loans and Swingline Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given subject to the Administrative Agent (with a copy to the Collateral Agent terms and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery conditions of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinthis Agreement.

Voluntary Prepayments. (1a) Any The Borrower may, upon notice to the Administrative Agent, at any time and from time to time, time voluntarily prepay the Loans in whole or in part without premium or penalty subject however to any breakage costs due in accordance with Section 2.16(c); provided that the Borrower may prepay any such Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”)part, in an aggregate minimum amount not less than the Applicable Minimum Amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount)amount. (2b) All such prepayments shall be made, made (1) upon not less than one Business Day’s prior written notice in the case of Base Rate Loans; and (2) upon not less than three (3) Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) Days’ prior written or telephonic notice in advance the case of the proposed Voluntary Prepayment dateEurodollar Rate Loans, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will shall promptly transmit a copy to each Lender such original notice for the prepayment of the Loans and the amount of each Lender’s ratable share of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Dayby telefacsimile or telephone). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.13. (c) In the event that all or any portion of the Initial Term Loans are repaid through voluntary or mandatory repayments from the incurrence of Indebtedness having a lower effective yield (whether by reason of the interest rate applicable to such Indebtedness or by reason of the issuance of such Indebtedness at a discount) than the Initial Term Loans, each Lender holding Initial Term Loans shall be paid an amount equal to 1.0% of the amount of such Initial Term Loans repaid, if such repayment is effected prior to the one year anniversary of the Closing Date.

Voluntary Prepayments. The Parent Borrower shall have the right to prepay Term Loans, without premium or penalty (1) Any time and from time except for amounts payable to timeSection 1.11), the Borrower may prepay any Loans on any Business Day in whole or in part part, from time to time on the following terms and conditions: (eachi) the Parent Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Term Loans, a “Voluntary Prepayment”)specifying the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Term Loans were made, which notice shall be received by the Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment, or (y) in the case of Eurodollar Loans, at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment shall be in an aggregate minimum principal amount not of at least $1,000,000, provided that no partial prepayment of any Term Loans shall reduce the aggregate principal amount of the Term Loans outstanding to an amount less than $1,000,000; (iii) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01 may only be made on the Applicable Minimum Amount and integral multiples in excess last day of that amount equal an Interest Period applicable thereto unless concurrently with such prepayment any payments required to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full made pursuant to Section 1.11 as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefromprepayment are made; and (yv) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the each prepayment of principal of the Term Loans pursuant to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2this Section 3.01(a) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed applied to by reduce the Administrative Agent then remaining Scheduled Repayments of Term Loans in its sole discretion) prior written or telephonic notice in advance inverse order of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinmaturity.

Voluntary Prepayments. The Borrower shall have the right to pre-pay Loans, without premium or penalty (1) Any time and from time except for amounts payable pursuant to timeSection 1.11), the Borrower may prepay any Loans on any Business Day in whole or in part part, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)whether such Loans are Term Loans or Revolving Loans, in an aggregate minimum the amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayment and (y) sufficient amounts are on deposit in the Principal Collection Account in case of Eurodollar Loans) the relevant Specified Currencies specific Borrowing(s) pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All which such prepayments prepayment is made, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent (x) in its sole discretionthe case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior written to the date of such prepayment, or telephonic (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice in advance of the proposed Voluntary Prepayment date, in each case given to shall promptly be transmitted by the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date Banks; (which ii) each partial pre-payment of any Borrowing shall be in an aggregate Principal Amount of at least $1,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a Business Day). Upon Borrowing shall reduce the giving of any such notice, the aggregate principal amount of the Loans specified outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such notice Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall become due and payable reduce the then remaining Scheduled Repayments on a pro rata basis (based upon the prepayment date specified thereinthen remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. (1) Any time and from time The Borrowers shall have the right to time, the Borrower may prepay any Loans on any Business Day Borrowing in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than from time to time on the Applicable Minimum Amount following terms and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided thatconditions: (xi) unless the Loan will be paid Funds Administrator shall give an irrevocable written notice (or telephonic notice promptly confirmed in full as a result writing) to Administrative Agent, which such notice shall state Borrowers' intent to prepay such Loans, the amount of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to which such prepayment is to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments applied, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to given by the Funds Administrator to Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. Noon (New York City time) on at least three Business Days prior to the date required and, of such prepayment if given a prepayment of Eurodollar Loans or one Business Day for any other Loans and which notice shall promptly be transmitted by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and applicable Lenders; (ii) each partial prepayment of any Borrowing (other than daily prepayments from the related prepayment date (which Master Collection Account) shall be a Business Day). Upon the giving of any such notice, the in an aggregate principal amount of at least $1,000,000; (iii) Eurocurrency Loans may only be prepaid pursuant to this SECTION 4.4 on the last day of an Interest Period applicable thereto, or on any other day subject to SECTION 3.4; and (iv) a partial prepayment of Eurocurrency Loans shall not be made that would result in the remaining aggregate outstanding principal amount thereof being less than the minimum principal amount that would be required in respect of a Borrowing of similar Eurocurrency Loans. Each prepayment in respect of any Borrowing shall be applied pro rata among the Loans specified comprising such Borrowing. The notice provisions, the provisions with respect to the minimum amount of any prepayment and the provisions requiring prepayments in integral multiples above such notice shall become due minimum amount are for the benefit of Administrative Agent and payable on the prepayment date specified thereinmay be waived unilaterally by Administrative Agent.

Voluntary Prepayments. (1) Any time and from time The Borrowers shall have the right to time, the Borrower may prepay any Loans on any Business Day Borrowing in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than from time to time on the Applicable Minimum Amount following terms and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided thatconditions: (xi) unless the Loan will be paid Funds Administrator shall give an irrevocable written notice (or telephonic notice promptly confirmed in full as a result writing) to Administrative Agent, which such notice shall state Borrowers’ intent to prepay such Loans, the amount of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to which such prepayment is to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments applied, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to given by the Funds Administrator to Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. Noon (New York City time) on at least three Business Days prior to the date required and, of such prepayment if given a prepayment of Eurodollar Loans or one Business Day for any other Loans and which notice shall promptly be transmitted by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and applicable Lenders; (ii) each partial prepayment of any Borrowing (other than daily prepayments from the related prepayment date (which Master Collection Account) shall be a Business Day). Upon the giving of any such notice, the in an aggregate principal amount of at least $1,000,000; (iii) Eurocurrency Loans may only be prepaid pursuant to this Section 4.4 on the last day of an Interest Period applicable thereto, or on any other day subject to Section 3.4; and (iv) a partial prepayment of Eurocurrency Loans shall not be made that would result in the remaining aggregate outstanding principal amount thereof being less than the minimum principal amount that would be required in respect of a Borrowing of similar Eurocurrency Loans. Each prepayment in respect of any Borrowing shall be applied pro rata among the Loans specified comprising such Borrowing. The notice provisions, the provisions with respect to the minimum amount of any prepayment and the provisions requiring prepayments in integral multiples above such notice shall become due minimum amount are for the benefit of Administrative Agent and payable on the prepayment date specified thereinmay be waived unilaterally by Administrative Agent.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, without premium or penalty (1) Any time and from time except for amounts payable pursuant to timeSection 1.12), the Borrower may prepay any Loans on any Business Day in whole or in part (eachpart, a “Voluntary Prepayment”), in an aggregate minimum amount not less than from time to time on the Applicable Minimum Amount following terms and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided thatconditions: (xi) unless the Loan will be paid Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in full as a result writing) of its intent to prepay the Loans, the amount of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayment and (y) sufficient amounts are on deposit in the Principal Collection Account in case of Eurodollar Loans) the relevant Specified Currencies specific Borrowing(s) pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All which such prepayments prepayment is made, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent (x) in its sole discretionthe case of Base Rate Loans, no later than 12:00 Noon (New York time) one Business Day prior written to the date of such prepayment, or telephonic (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice in advance of the proposed Voluntary Prepayment date, in each case given to shall promptly be transmitted by the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment the Banks; (ii) each partial prepayment of any Borrowing shall specify the be in an aggregate principal amount of at least $1,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to be prepaid and a Borrowing shall reduce the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified outstanding pursuant to such Borrowing to an amount less than $1,000,000; and (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such notice shall become due and payable on Loans (based upon the prepayment date specified thereinthen remaining principal amount of each such Scheduled Repayment), in each case as the Borrower may direct in its sole discretion.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to timeprepay Loans, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty (each, a “Voluntary Prepayment”except as required by Section 1.11), from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in an aggregate minimum writing) of its intent to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayment and (y) sufficient amounts are on deposit in the Principal Collection Account in case of Eurodollar Loans) the relevant Specified Currencies specific Borrowing(s) pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments which made, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent in its sole discretionby 1:00 P.M. (New York time) one Business Day prior written or telephonic to the date of such prepayment (and which notice in advance of the proposed Voluntary Prepayment date, in each case given to shall promptly be transmitted by the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lenderof the Banks). Each notice ; (ii) each partial prepayment of a Voluntary Prepayment any Borrowing shall specify the be in an aggregate principal amount of at least $5,000,000, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to be prepaid and a Borrowing shall reduce the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such notice Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall become due be applied to the Term A Loans, the Term B Loans and payable (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 Facility on a PRO RATA basis (based upon the prepayment date specified thereinthen remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to time, the Borrower may prepay any Loans on any Business Day in whole or in part from time to time on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)specifying the amount, in an aggregate minimum amount not less than the Applicable Minimum Amount Type and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepaymentprepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in case of LIBOR Loans, the relevant Specified Currencies specific Borrowing(s) pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments which made, which notice shall be made, upon not less than given by the Borrower at least three Business Days (or or, in the case of prepayments of ABR Loans, one Business Day) prior to the date of such shorter time period agreed to prepayment, which notice shall promptly be transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment date, in Lenders; (ii) each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery partial prepayment of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which any Borrowing shall be a Business Day). Upon the giving of any such notice, the in an aggregate principal amount of at least $500,000 or a whole multiple of $200,000 in excess thereof, provided that, no partial prepayment of LIBOR Loans made pursuant to a single Borrowing under a particular Facility shall reduce the outstanding Loans specified in made pursuant to such notice shall become due Borrowing to an amount less than the Minimum Borrowing Amount; and payable (iii) LIBOR Loans may only be prepaid pursuant to this subsection 3.4 on the prepayment date specified thereinlast day of an Interest Period applicable thereto.

Voluntary Prepayments. (1) Any time and from time Each Borrower shall have the right to time, the Borrower may prepay any Revolving Loans on any Business Day made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, a “Voluntary Prepayment”)the amount of such prepayment and the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be given by such Borrower at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate minimum principal amount not of at least $1,000,000, provided that no partial prepayment of Revolving Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Revolving Loans outstanding pursuant to such Borrowing to an amount less than the Applicable Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and integral multiples in excess (iv) prepayments of that amount equal Eurodollar Loans made pursuant to this Section 3.01 may only be made on the related Applicable Integral Multiple; provided that: (x) last day of an Interest Period applicable thereto unless the Loan will concurrently with such prepayment any payments required to be paid in full made pursuant to Section 1.12 as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts prepayment are on deposit in made. No Borrower shall have the Principal Collection Account in the relevant Specified Currencies right under this Section 3.01 to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including prepay any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinany Competitive Bid Loans.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to timeprepay the Loans incurred by it, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time following the first anniversary of the Closing Date on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such loans were made, in an aggregate minimum amount not less than which notice shall be given by the Applicable Minimum Amount and integral multiples in excess of that amount equal Borrower prior to 12:00 Noon (New York time) at least two Business Days prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepaymentprepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to which notice shall promptly be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment date, Banks; (ii) each partial prepayment of any Borrowing shall be in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required an aggregate principal amount of at least $1,000,000 and, if given by telephonegreater, promptly confirmed by delivery in an integral multiple of written notice thereof $500,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment of Loans pursuant to this Section 4.01 shall reduce the then remaining Scheduled Loan Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Loan Repayment); and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such notice shall become due and payable on the prepayment date specified thereinLoans.

Voluntary Prepayments. The Borrowers may, upon not less than one (1) Any Business Day prior written or telephonic notice confirmed in writing to the Administrative Bank, at any time and from time to time, the Borrower may prepay any Revolving Credit Loans on any Business Day (other than Swing Line Loans) in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount of Two Hundred Fifty Thousand Dollars ($250,000.00) and integral multiples of Twenty Five Thousand Dollars ($25,000.00) in excess of that amount equal to the related Applicable Integral Multipleamount; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit however that in the Principal Collection Account in event that the relevant Specified Currencies Borrowers prepay a Euro-Rate Loan pursuant to pay this Section 2.4B on a date that is other than the principal expiration date of the Loans to be prepaid together Interest Period applicable thereto, the Borrowers shall compensate the Banks in accordance with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by provisions of Section 2.6D hereof. If the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case Borrowers have given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such noticeas aforesaid, the principal amount of the Revolving Credit Loans specified in such notice shall become due and payable on the prepayment date specified therein.. All prepayments of principal of the Revolving Credit Loans shall be accompanied by the payment of accrued interest on the principal amount being prepaid and shall be applied to the payment of interest before application to principal. All prepayments of the Revolving Credit Loans shall be applied first to Base Rate Loans to the full extent thereof and then shall be applied to Euro-Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 2.6D hereof. -36- 43

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to time, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which made, in an aggregate minimum amount not less than which notice shall be given by the Applicable Minimum Amount and integral multiples in excess of that amount equal Borrower at least five Business Days prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepaymentprepayment of Loans, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to which notice shall promptly be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment date, Banks; (ii) each partial prepayment of any Borrowing shall be in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required an aggregate principal amount of at least $1,000,000 and, if given by telephonegreater, promptly confirmed by delivery in an integral multiple of written notice thereof $100,000, provided that no partial prepayment of Eurodollar Loans made pur suant to a Borrowing shall reduce the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified in outstanding pursuant to such notice shall become due and payable Borrowing to an amount less than the Minimum Borrowing Amount; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 3.01 on the last day of the Interest Period applicable thereto; and (iv) each prepayment date specified thereinin respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Banks which made such Loans, provided that at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 3.01, such prepayment shall not be applied to any Loans of a Defaulting Bank.

Voluntary Prepayments. (1) Any time Prior to repayment in full of each Loan pursuant to Section 3.1, and except during the continuance of an Event of Cash Dominion, the Company may, from time to time, the Borrower may prepay any Loans time on any Business Day Day, make a voluntary prepayment, in whole or in part part, without premium or penalty (eachexcept as may be required by Section 4.4), of the outstanding principal amount of the Loans; provided, however, that (a) if any such prepayment of any LIBO Rate Loan is made on any day other than the last day of the Interest Period for such Loan, the Company shall comply with the provisions of Section 4.4; (b) all such voluntary partial prepayments of LIBO Rate Loans (i) shall be in an aggregate amount of not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof, unless such prepayment is a “Voluntary Prepayment”)prepayment of the entire outstanding principal amount of LIBO Loans of all Lenders, and (ii) shall be applied pro rata to such LIBO Rate Loans of all Lenders; (c) all such voluntary partial prepayments of Reference Rate Loans shall be, in the case of Revolving Loans, in an aggregate minimum amount of not less than the Applicable Minimum Amount $1,000,000 and integral multiples of $1,000,000 in excess thereof, unless such prepayment is a prepayment of that the entire outstanding principal amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary PrepaymentReference Rate Loans of all Lenders, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit and, in the Principal Collection Account case of Swingline Loans, in the relevant Specified Currencies to pay the principal an aggregate amount of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three $250,000 and integral multiples of $10,000 in excess thereof, unless such prepayment is a prepayment of the entire outstanding principal amount of Swingline Loans; (d) all such voluntary partial prepayments of Reference Rate Loans shall be applied first to Swingline Loans and then pro rata to the Reference Rate Loans of all Lenders; (e) all such voluntary prepayments of LIBO Rate Loans shall require at least five Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each the Agent; (f) all such voluntary prepayments of Reference Rate Loans that are Revolving Loans shall require at least one but no more than five Business Days prior written notice to the Agent; and (g) all such voluntary prepayments of a Voluntary Prepayment shall specify the principal amount to Reference Rate Loans that are Swingline Loans may be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of made without any such prior written notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.

Voluntary Prepayments. (1) Any time The Borrower shall have the right to prepay Revolving Credit Loans and from time to timeSwingline Loans, the Borrower may prepay any Loans on any Business Day without premium or penalty, in whole or in part from time to time on the following terms and conditions: (eacha) the Borrower shall give the Administrative Agent at the Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, a “Voluntary Prepayment”), in an aggregate minimum the amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayment and (y) sufficient amounts are on deposit in the Principal Collection Account case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the relevant Specified Currencies to pay case of Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to, or (ii) in the principal case of Swingline Loans, 10:00 A.M. (New York time) on, the Loans to date of such prepayment and shall promptly be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment dateLenders or Chase, in as the case may be; (b) each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery partial prepayment of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy any Borrowing of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which Revolving Credit Loans shall be in a Business Day). Upon the giving multiple of any such notice, the $100,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, provide that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans specified in made pursuant to such notice Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (c) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall become due and payable on be subject to compliance by the prepayment date specified thereinBorrower with the applicable provisions of Section 2.

Voluntary Prepayments. The Loans (1subject to clauses (b) Any time and from time to time, the Borrower (c) below) may prepay any Loans on any Business Day be repaid in whole or in part without premium or penalty (each, a “Voluntary Prepayment”)except, in an aggregate minimum amount not less the case of Loans other than the Applicable Minimum Amount and integral multiples in excess of that amount equal Base Rate Loans, amounts payable pursuant to the related Applicable Integral MultipleSection 3.05); provided that: : (xi) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal case of the Loans to other than Swing Line Loans, (A) notice thereof must be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to received by 1:00 p.m. by the Administrative Agent (I) with respect to Term SOFR Loans, at least three (3) Business Days prior to the date of prepayment and (II) with respect to Base Rate Loans, at least one (1) Business Day prior to the date of prepayment, and (B) any such prepayment shall be in its sole discretion) prior written or telephonic notice the same minimum amounts as provided for Borrowings in advance of the proposed Voluntary Prepayment dateSection 2.02(a), or, in each case, the entire remaining principal amount thereof, if less; and (ii) in the case given to of Swing Line Loans, (A) notice thereof must be received by the Administrative Agent Swing Line Lender by 1:00 p.m. on the date of prepayment (with a copy to the Collateral Agent Administrative Agent), and (B) any such prepayment shall be in the Collateral Administrator) by 12:00 p.m. same minimum principal amounts as for advances thereof (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof or any lesser amount that may be acceptable to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Swing Line Lender). Each such notice of a Voluntary Prepayment voluntary repayment hereunder shall be irrevocable and shall specify the principal date and amount of prepayment and the Loans and Types of Loans which are to be prepaid prepaid. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the related prepayment date (which Lender’s interest therein. Prepayments of Term SOFR Loans hereunder shall be a Business Day). Upon the giving of any such noticeaccompanied by accrued interest thereon and breakage amounts, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinif any, under Section 3.05.

Voluntary Prepayments. (1) Any time and from time Borrower shall have the right to time, the Borrower may prepay any Revolving Credit Loans on any Business Day in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and, in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess case of that amount equal Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment with respect to Base Rate Loans and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three two Business Days (or prior to the date of such shorter time period agreed prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment dateBanks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $500,000 (or the outstanding balance of such Loans, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administratorif less) by 12:00 p.m. (New York City time) on the date required and, if given by telephonegreater, promptly confirmed by delivery in an integral multiple of written notice thereof $100,000; provided, however, that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified in outstanding pursuant to such notice shall become due and payable Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) if any Eurodollar Loan is prepaid pursuant to this Section 4.01 other than on the last day of the Interest Period applicable thereto Borrower shall pay to the Banks all amounts due under Section 1.11 with respect to such prepayment; and (iv) each prepayment date specified thereinin respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Banks which made such Loans; provided, 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 Loans of a Defaulting Bank.

Voluntary Prepayments. (1a) Any time and from time The Borrower shall have the right to timeprepay Term Loans, the Borrower may prepay any Loans on any Business Day without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than from time to time on the Applicable Minimum Amount following terms and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount).conditions: (21) All such prepayments the Borrower shall be made, upon not less than three Business Days (or such shorter time period agreed to by give the Administrative Agent in its sole discretion) prior at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in advance writing) of its intent to make such prepayment, the proposed Voluntary Prepayment dateamount of such prepayment and in the case of Eurodollar Loans, the specific Borrowing(s) pursuant to which made, which notice shall be in each case the form attached hereto as Exhibit N and be given to by the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 Borrower no later than 1:00 p.m. (New York City time) (x) on the date required of such prepayment (in the case of ABR Loans) or (y) three Business Days prior to the date of such prepayment (in the case of Eurodollar Loans), and, if given by telephonein each case, promptly confirmed by delivery of written notice thereof to the Administrative Agent shall promptly notify each of the relevant Lenders, (2) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the Administrative Agent will promptly transmit a copy outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (3) any prepayment of such written notice Eurodollar Loans pursuant to each Lender)this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice of a Voluntary Prepayment shall specify the principal date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and the related prepaid. Each prepayment date (which shall be a Business Day). Upon the giving in respect of any such notice, the principal amount Class of the Term Loans specified in such notice shall become due and payable on the prepayment date specified therein.pursuant to this Section 5.1 may be applied to any Class of Term Loans as directed by the

Voluntary Prepayments. (1) Any time and from time The Company shall have the right to timeprepay the Loans incurred by it, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (eachi) the Company shall give the Administrative Agent at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, in an aggregate minimum amount not less than which notice shall be given by the Applicable Minimum Amount and integral multiples in excess of that amount equal Company prior to 12:00 Noon (New York time) at least two Business Days prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepaymentprepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to which notice shall promptly be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment date, Banks; (ii) each partial prepayment of any Borrowing shall be in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required an aggregate principal amount of at least $1,000,000 and, if given by telephonegreater, promptly confirmed by delivery in an integral multiple of written notice thereof $500,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment of Term Loans pursuant to this Section 3.01 shall reduce the then remaining Scheduled TL Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled TL Repayment); and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such notice Loans; provided that at the Company's election in connection with any prepayment of Revolving Loans pursuant to this Section 3.01, such prepayment shall become due and payable on the prepayment date specified thereinnot be applied to any Revolving Loans of a Defaulting Bank.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, without premium or penalty (1) Any time and from time except for amounts payable pursuant to timeSection 1.11), the Borrower may prepay any Loans on any Business Day in whole or in part part, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)whether such Loans are Term Loans or Revolving Loans, in an aggregate minimum the amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayment and (y) sufficient amounts are on deposit in the Principal Collection Account in case of Eurodollar Loans) the relevant Specified Currencies specific Borrowing(s) pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All which such prepayments prepayment is made, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent (x) in its sole discretionthe case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior written to the date of such prepayment, or telephonic (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice in advance of the proposed Voluntary Prepayment date, in each case given to shall promptly be transmitted by the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related Banks; (ii) each partial prepayment date (which of any Borrowing shall be in an aggregate Principal Amount of at least $1,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a Business Day). Upon Borrowing shall reduce the giving of any such notice, the aggregate principal amount of the Loans specified outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such notice Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall become due and payable reduce the then remaining Scheduled Repayments on a pro rata basis (based upon the prepayment date specified thereinthen remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. (1) Any The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least three Business Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, which notice (in each case) shall specify the amount of such prepayment and which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) partial prepayments shall be in an aggregate amount of $500,000 or a whole multiple of $100,000 in excess thereof with respect to Base Rate Loans and $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Rate Loans, and shall be applied on a pro rata basis to the outstanding amount of the Loans included in such prepayment; and (iii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 2.10. Notwithstanding the foregoing (and as provided in clause (1) of the proviso to Section 2.14(a)), the Borrower may not prepay any Extended Loans on any Business Day in whole or in part (each, unless such prepayment is accompanied by a “Voluntary Prepayment”), in an aggregate minimum amount not less than pro rata repayment of Existing Loans under the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days Existing Commitments (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance Loans and Commitments of the proposed Voluntary Prepayment date, Existing Class have otherwise been repaid and terminated in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lenderfull). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to time, the Borrower may prepay any Loans on any Business Day in whole or in part from time to time without premium or penalty; provided, however, that (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal i) Eurodollar Loans may only be prepaid on three Business Days’ prior written notice to the related Applicable Integral Multiple; provided that: (x) unless the Loan Agent and any prepayment of Eurodollar Loans will be paid subject to Section 4.3; (ii) each such partial prepayment of Revolving Loans shall be in full as the minimum principal amount of $10,000,000 and each such partial prepayment of Term Loans shall be in the minimum principal amount of $1,000,000; (iii) any voluntary prepayment of a result Term Loan in connection with a Permitted Acquisition or capital expenditure shall cause the Revolving Committed Amount to be increased in the same dollar amount of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment and is continuing or would result therefromshall be subject to Section 2.10(b); and (yiv) sufficient amounts are on deposit any prepayment of the Term Loans shall be applied first to the Term Loan A2, second to the Term Loan A3 and thereafter to any additional term loans incurred pursuant to Section 2.1(b)(iii) hereof in the Principal Collection Account direct order in which such term loans were incurred. Any prepayments made under this Section 3.2(a) shall be applied first to LIBOR Market Index Rate Loans in the relevant Specified Currencies direct order such Loans were incurred, next to pay Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities and shall be subject to Section 4.3. The increase in the principal Revolving Committed Amount pursuant to this clause (a) may, upon request of the Loans to be prepaid together Borrower, occur concurrently with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance prepayment of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinTerm Loans.

Voluntary Prepayments. (1) Any time and from time Each Borrower shall have the right to time, the Borrower may prepay any Revolving Loans on any Business Day made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, a “Voluntary Prepayment”)the amount of such prepayment, the currency in which such Revolving Loans are denominated and the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be given by such Borrower at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate minimum principal amount not of at least $1,000,000 (or the Dollar Equivalent thereof), provided that no partial prepayment of Revolving Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Revolving Loans outstanding pursuant to such Borrowing to an amount less than the Applicable Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and integral multiples in excess (iv) prepayments of that amount equal Eurodollar Loans made pursuant to this Section 3.01 may only be made on the related Applicable Integral Multiple; provided that: (x) last day of an Interest Period applicable thereto unless the Loan will concurrently with such prepayment any payments required to be paid in full made pursuant to Section 1.12 as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts prepayment are on deposit in made. No Borrower shall have the Principal Collection Account in the relevant Specified Currencies right under this Section 3.01 to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including prepay any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinany Competitive Bid Loans.

Voluntary Prepayments. (1) Any time and from time Borrower shall have the right to time, the Borrower may prepay any Revolving Credit Loans on any Business Day in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and, in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess case of that amount equal Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment with respect to Base Rate Loans and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three two Business Days (or prior to the date of such shorter time period agreed prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment dateBanks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $500,000 (or the outstanding balance of such Loans, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administratorif less) by 12:00 p.m. (New York City time) on the date required and, if given by telephonegreater, promptly confirmed by delivery in an integral multiple of written notice thereof $100,000; PROVIDED, HOWEVER, that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified in outstanding pursuant to such notice shall become due and payable Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) if any Eurodollar Loan is prepaid pursuant to this SECTION 4.01 other than on the last day of the Interest Period applicable thereto Borrower shall pay to the Banks all amounts due under SECTION 1.11 with respect to such prepayment; and (iv) each prepayment date specified thereinin respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Banks which made such Loans; PROVIDED, 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 Loans of a Defaulting Bank.

Voluntary Prepayments. The Loans (1subject to clauses (b) Any time and from time to time, the Borrower (c) below) may prepay any Loans on any Business Day be repaid in whole or in part without premium or penalty (each, a “Voluntary Prepayment”)except, in an aggregate minimum amount not less the case of Loans other than the Applicable Minimum Amount and integral multiples in excess of that amount equal Base Rate Loans, amounts payable pursuant to the related Applicable Integral MultipleSection 3.05); provided that: : (xi) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal case of the Loans to other than Swing Line Loans, (A) notice thereof must be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to received by 1:00 p.m. by the Administrative Agent (I) with respect to Eurodollar Rate Loans, at least three (3) Business Days prior to the date of prepayment and (II) with respect to Base Rate Loans, at least one (1) Business Day prior to the date of prepayment, and (B) any such prepayment shall be in its sole discretion) prior written or telephonic notice the same minimum amounts as provided for Borrowings in advance of the proposed Voluntary Prepayment dateSection 2.02(a), or, in each case, the entire remaining principal amount thereof, if less; and (ii) in the case given to of Swing Line Loans, (A) notice thereof must be received by the Administrative Agent Swing Line Lender by 1:00 p.m. on the date of prepayment (with a copy to the Collateral Agent Administrative Agent), and (B) any such prepayment shall be in the Collateral Administrator) by 12:00 p.m. same minimum principal amounts as for advances thereof (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof or any lesser amount that may be acceptable to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Swing Line Lender). Each such notice of a Voluntary Prepayment voluntary repayment hereunder shall be irrevocable and shall specify the principal date and amount of prepayment and the Loans and Types of Loans which are to be prepaid prepaid. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the related prepayment date (which Lender’s interest therein. Prepayments of Eurodollar Rate Loans hereunder shall be a Business Day). Upon the giving of any such noticeaccompanied by accrued interest thereon and breakage amounts, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinif any, under Section 3.05.

Voluntary Prepayments. (1) Any The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time, time on the following terms and conditions: (i) the Borrower may prepay any Loans on any shall give the Agent prior to 12:00 noon (New York time) at its Notice Office at least one Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) Day's prior written notice (or telephonic notice promptly confirmed in advance writing) of its intent to prepay Loans (or same day notice in the proposed Voluntary Prepayment date, in each case of Swingline Loans provided such notice is given prior to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. noon (New York City time) on the date required andsuch Business Day), if given by telephonewhether Term Loans, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment Revolving Loans or Swingline Loans shall specify the principal amount to be prepaid and the related amount of such prepayment, which notice the Agent shall promptly transmit to each of the Banks; (ii) each prepayment date (which shall be a Business Day). Upon the giving of any such notice, the in an aggregate principal amount of at least $1,000,000 (or $250,000 in the case of Swingline Loans); and (iii) each prepayment in respect of any Loans specified made pursuant to a Borrowing shall be applied PRO RATA among such Loans; PROVIDED that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such notice prepayment shall become due and payable on not be applied to any Revolving Loan of a Defaulting Bank. Each prepayment of principal of Term Loans pursuant to this Section 4.01 shall be applied to reduce the prepayment date specified thereinthen remaining Scheduled Repayments in inverse order of maturity after giving effect to all prior reductions thereto.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, without premium or penalty (1) Any time and from time except for amounts payable pursuant to timeSection 1.11), the Borrower may prepay any Loans on any Business Day in whole or in part part, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)whether such Loans are Term Loans or Revolving Loans, in an aggregate minimum the amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayment and (y) sufficient amounts are on deposit in the Principal Collection Account in case of Eurodollar Loans) the relevant Specified Currencies specific Borrowing(s) pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments which made, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent (x) in its sole discretionthe case of Base Rate Loans, no later than 12:00 Noon (New York time) one Business Day prior written to the date of such prepayment, or telephonic (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice in advance of the proposed Voluntary Prepayment date, in each case given to shall promptly be transmitted by the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment the Banks; (ii) each partial prepayment of any Borrowing shall specify the be in an aggregate principal amount of at least $1,000,000, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to be prepaid and a Borrowing shall reduce the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified outstanding pursuant to such Borrowing to an amount less than $1,000,000; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such notice Loans; and (iv) each prepayment of Term Loans pursuant to this Section 3.01 shall become due and payable reduce the then remaining Scheduled Repayments on a PRO RATA basis (based upon the prepayment date specified thereinthen remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. (1) Any The Term Loans may be voluntarily prepaid, in whole or in part, at any time and or from time to time, provided, however, that: (i) Agent receives at least five (5) Business Days advance written notice of any intended prepayment; (ii) unless otherwise permitted by Agent, any partial prepayments shall be made (A) only on a date prescribed above for the Borrower payment of principal installments of the Term Loan being prepaid, and (B) only in an amount equal to Two Hundred Thousand Dollars ($200,000) or any larger integral multiple of One Hundred Thousand Dollars ($100,000); (iii) any partial prepayments of the Term Loan A shall be applied to the principal installments of the Term Loan A then remaining to be repaid in the reverse order of their respective maturities (beginning with the final payment); (iv) any full prepayment of the principal balance of any Term Loan shall be accompanied by the payment of accrued interest thereon through the date of prepayment and (v) the Borrowers may not voluntarily prepay the Term Loan B, unless (A) the Term Loan A and Equipment Term Loan (as defined in the Revolver Loan Agreement) have been repaid in full in cash or (B) (x) the Borrowers comply with the Restricted Payment Conditions with respect to any Loans on such prepayment and (y) prior to making any Business Day such prepayment, the Borrowers have made voluntary prepayments under this Section 2.2 and/or mandatory prepayments under Section 2.3, in whole or each case, in part (each, a “Voluntary Prepayment”)respect of Term Loan A, in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount)at least $3,000,000. (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.

Voluntary Prepayments. (1) Any time and from time Borrower shall not have the right to timeprepay, in whole or in part, the Principal Amount due hereunder prior to the Anticipated Repayment Date (other than with respect to the application of Proceeds pursuant to Section 6.2 of the Loan Agreement); provided, however, Borrower may prepay any Loans shall be entitled to make a prepayment of all of the Principal Amount on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than occurring after the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal expiration of the Loans Prepayment Lockout Period, without any premium or penalty upon satisfaction of the following conditions: i. Borrower shall provide prior irrevocable written notice (the PREPAYMENT NOTICE) to be prepaid together with Lender specifying the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall proposed Business Day on which the prepayment is to be made, upon not less which Business Day shall be no earlier than three Business Days thirty (or 30) days after the date of such shorter time period agreed Prepayment Notice and no later than ninety (90) days after the date of such Prepayment Notice (the date of such prepayment pursuant to by this Section 4(a) and Section 4(b) below being the Administrative Agent PREPAYMENT DATE); and ii. Borrower shall comply with the provisions set forth in its sole discretionSection 4(c) prior written or telephonic notice and Section 4(d) of this Note. iii. In connection with any voluntary prepayment, other than payments from Excess Cash Flow as set forth in advance Section 3(b), Borrower shall concurrently repay all of the proposed Voluntary Prepayment dateother Indebtedness in full. iv. ▇▇▇▇▇▇▇▇ agrees that all Excess Cash Flow shall be applied in accordance with the terms of the Loan Agreement, in each case given to including, without limitation, Article III and Section 16.5 of the Administrative Agent (with a copy to the Collateral Agent Loan Agreement and the Collateral Administratorprovisions of Section 3(b) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinhereof.

Voluntary Prepayments. (1) Any time and from time to The Borrowers shall have the right, at any time, the Borrower may to prepay any Loans on any Business Day Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (eacha) the Company shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by such Borrower no later than, in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess case of that amount equal LIBOR Loans, 10:00 a.m. three (3) Business Days prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to shall promptly be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment dateLenders; (b) each partial prepayment of any LIBOR Loans shall be in an integral multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000 and each partial prepayment of ABR Loans shall be in an integral multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 or, in each case given case, if less, the entire principal amount thereof then outstanding; provided that no partial prepayment of Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount, and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the relevant Borrower with the applicable provisions of Section 2.11. Each such prepayment shall be applied to the Administrative Agent (Lenders’ participation in each such Loan pro rata. At the Company’s election in connection with a copy any prepayment pursuant to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required andthis Section 5.1, if given by telephone, promptly confirmed by delivery of written notice thereof such prepayment shall not be applied to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice any Loan of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinDefaulting Lender.

Voluntary Prepayments. (1a) Any At any time and from time to time: (i) with respect to Base Rate Loans, the Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount; and (ii) with respect to SOFR Loans, the Borrower may prepay any such Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount)amount.; (2b) All such prepayments shall be made, : (i) upon not less than one (1) Business Day’s prior written notice in the case of Base Rate Loans; and (ii) upon not less than three (3) Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) Days’ prior written or telephonic notice in advance the case of SOFR Loans; (or, in the case of any such prepayment made on the date of the proposed Voluntary Prepayment dateconsummation of the Second Sale (as defined in the Specified Share Purchase Agreement) or during the 5 Business Day period immediately preceding the consummation of the Second Sale (as defined in the Specified Share Purchase Agreement), upon one (1) Business Day’s prior written notice); in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. noon (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to notify each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that, if such prepayment notice specifies such prepayment is being made in connection with the consummation of another transaction, then such prepayment may be contingent on the consummation of such other transaction. Any such voluntary prepayment pursuant to this Section 2.9 shall be applied as specified in Section 2.12(a). (c) Upon the occurrence of the Amendment No. 6 Post-Effective Date First Prepayment Target Date, the Borrower shall be deemed to have made a voluntary prepayment under this Section 2.9 in a principal amount equal to the Amendment No. 6 Fee, which prepayment shall be deemed to be applied to the Loans as specified in Section 2.12(a).

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to timeprepay Loans, the Borrower may prepay any Loans on any Business Day without premium or penalty, in whole or in part part, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York time) two Business Days prior to the date of such prepayment, and which notice shall promptly be transmitted by the Agent to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000 (and, if greater, in an integral multiple of $1,000,000), provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in outstanding pursuant to such notice shall become due and payable Borrowing to an amount less than $5,000,000; (iii) prepayments of Eurodollar Loans made pursuant to this Section 3.01 may only be made on the last day of an Interest Period applicable thereto; and (iv) each prepayment date specified thereinin respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. Upon receipt of a notice of prepayment pursuant to this Section 3.01, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such prepayment. The Borrower shall have no right under this Section 3.01 to prepay any principal amount of any Competitive Bid Loans.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to time, the Borrower may prepay any Loans on any Business Day in whole or in part from time to time without premium or penalty; provided, however, that (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal i) Eurodollar Loans may only be prepaid on three Business Days' prior written notice to the related Applicable Integral Multiple; provided that: (x) unless the Loan Agent and any prepayment of Eurodollar Loans will be paid subject to Section 4.3; (ii) each such partial prepayment of Revolving Loans shall be in full as the minimum principal amount of $10,000,000 and each such partial prepayment of Term Loans shall be in the minimum principal amount of $1,000,000; (iii) any voluntary prepayment of a result Term Loan in connection with a Permitted Acquisition or capital expenditure shall cause the Revolving Committed Amount to be increased in the same dollar amount of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment and is continuing or would result therefromshall be subject to Section 2.10(b); and (yiv) sufficient amounts are on deposit any prepayment of the Term Loans shall be applied first to the Term Loan A2, second to the Term Loan A3 and thereafter to any additional term loans incurred pursuant to Section 2.1(b)(iii) hereof in the Principal Collection Account direct order in which such term loans were incurred. Any prepayments made under this Section 3.2(a) shall be applied first to LIBOR Market Index Rate Loans in the relevant Specified Currencies direct order such Loans were incurred, next to pay Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities and shall be subject to Section 4.3. The increase in the principal Revolving Committed Amount pursuant to this clause (a) may, upon request of the Loans to be prepaid together Borrower, occur concurrently with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance prepayment of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinTerm Loans.

Voluntary Prepayments. (1) Any time and from time The Borrowers shall have the right to timeprepay Loans, the Borrower may prepay any Loans on any Business Day in whole or in part part, from time to time on the following terms and conditions: (eachi) the Borrowers shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, in an aggregate minimum amount not less than which notice shall be given by the Applicable Minimum Amount and integral multiples in excess of that amount equal Borrowers prior to 12:00 Noon (New York time) at least one Business Day prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment with respect to Base Rate Loans and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than at least three Business Days (or prior to the date of such shorter time period agreed prepayment with respect to Eurodollar Loans, and which notice shall promptly be transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment date, Lenders; (ii) each partial prepayment of any Borrowing shall be in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) the Borrowers may designate the Types of Loans which are to be prepaid and the related specific Borrowing(s) to which made; provided that at the Borrowers’ election in connection with any prepayment date of Loans pursuant to this Section 3.01, such prepayment shall not be applied to any Loans of a Defaulting Lender; and (which shall be a Business Day). Upon iv) at the giving time of any such noticeprepayment of Eurodollar Loans pursuant to this Section 3.01 on any date other than the last day of the Interest Period applicable thereto, the principal amount of Borrowers shall pay the Loans specified in such notice shall become due and payable on the prepayment date specified thereinamounts required pursuant to Section 1.11.

Voluntary Prepayments. The Borrower may, at its option, prepay the ABR Advances and Eurodollar Advances, in whole or in part, without premium or penalty (1other than any indemnification amounts, as provided for in Section 2.14) Any at any time and from time to time, time by notifying the Borrower may prepay any Loans on any Administrative Agent in writing at least one Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit proposed prepayment date in the Principal Collection Account case of Loans consisting of ABR Advances and at least three Business Days prior to the proposed prepayment date in the relevant Specified Currencies to pay the principal case of Loans consisting of Eurodollar Advances, specifying the Loans to be prepaid together with consisting of ABR Advances, Eurodollar Advances or a combination thereof, the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which of prepayment. Such notice shall be a Business Day). Upon irrevocable and the giving of any such notice, the principal amount of the Loans specified in such notice shall become be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender in respect thereof. Partial prepayments of ABR Advances and/or Eurodollar Advances shall be in an aggregate minimum principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date specified thereinand which had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall be at least (subject to Section 2.3(c)) $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. Any Loans prepaid shall not be readvanced.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to timeprepay Loans, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”), in an aggregate minimum the amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayment and (y) sufficient amounts are on deposit in the Principal Collection Account in case of Eurodollar Loans) the relevant Specified Currencies specific Borrowing(s) pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments which made, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent in its sole discretionby 1:00 P.M. (Cleveland, Ohio time) one Business Day prior written or telephonic to the date of such prepayment (and which notice in advance of the proposed Voluntary Prepayment date, in each case given to shall promptly be transmitted by the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lenderof the Lenders). Each notice ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal of at least $5,000,000 or an integral multiple of $2,000,000 in excess thereof, in the case of a Voluntary Prepayment Borrowing consisting of Eurodollar Loans, and at least $500,000 or an integral multiple of $100,000 in excess thereof, in the case of a Borrowing consisting of Base Rate Loans, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall specify reduce the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such notice Loans; and (iv) each prepayment of Eurodollar Loans pursuant to this section 4.1 on any date other than the last day of the Interest period applicable thereto shall become due and be accompanied by any amounts payable on the prepayment date specified thereinin respect thereof under section 1.11.

Voluntary Prepayments. (1) Any time and from time Each Borrower shall have the right to timeprepay the Loans without premium or penalty, the Borrower may prepay any Loans on any Business Day in whole or in part from time to time on the following terms and conditions: (eachi) such Borrower shall give the Administrative Agent at its Notice Office at least two Business Days' prior notice (in the case of Eurocurrency Rate Loans) and same-day prior notice (in the case of Base Rate Loans) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment, the Types of Loans to be prepaid, and, in the case of Eurocurrency Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Banks; (ii) each prepayment shall be in an aggregate minimum principal amount not of at least $1,000,000 in the case of Base Rate Loans and $5,000,000 in the case of Eurocurrency Rate Loans; provided that no partial prepayment made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000 in the Applicable Minimum Amount case of Base Rate Loans and integral multiples $5,000,000 in excess the case of that amount equal Eurocurrency Rate Loans; (iii) prepayments of Eurocurrency Rate Loans made pursuant to this Section 4.01 may only be made if at the related Applicable Integral Multiple; provided that: (x) unless the Loan will be time of such prepayment such Borrower shall have paid in full as a result all amounts requested by any of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefromthe Banks pursuant to Section 2.11; and (yiv) sufficient amounts are on deposit each prepayment in the Principal Collection Account in the relevant Specified Currencies respect of any Loans made pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments a Borrowing shall be made, upon not less than three Business Days (or applied pro rata among such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinLoans.

Voluntary Prepayments. (1) Any Each Borrower shall have the right to prepay the Loans owing by such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of such Borrower's intent to prepay Loans, the Borrower may prepay any Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event prepayment and the Types of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with and, in the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, upon not less than three Business Days (or such shorter time period agreed to by which notice the Administrative Agent in its sole discretion) prior written or telephonic notice in advance shall promptly transmit to each of the proposed Voluntary Prepayment date, in Banks with outstanding Loans of the respective Tranche; (ii) each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the in an aggregate principal amount of at least $1,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each such prepayment in respect of any Loans of a respective Tranche shall be applied pro rata among the Loans specified in of the various Banks of such notice shall become due and payable Tranche (based on the relative outstanding principal amounts thereof); and (iv) each such prepayment date specified thereinof Loans of a respective Tranche shall be applied to reduce the then remaining Scheduled Repayments of such Tranche in inverse order of maturity.

Voluntary Prepayments. (1a) Any The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 11:00 A.M. (New York time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify (I) whether Initial Term Loans, Incremental Term Loans under a given Tranche, Revolving Loans or Swingline Loans shall be prepaid, (II) the amount of such prepayment, (III) the Types of Loans to be prepaid, and (IV) in the case of Eurodollar Loans, the Borrower may prepay any specific Borrowing or Borrowings pursuant to which such Eurodollar Loans on any Business Day were made, and which notice the Administrative Agent shall, except in whole or in part the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (each, a “Voluntary Prepayment”), ii) (x) each partial prepayment of Term Loans pursuant to this Section 4.01(a) shall be in an aggregate minimum principal amount not of at least $500,000 (or such lesser amount as is acceptable to the Administrative Agent), (y) each partial prepayment of Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $500,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $50,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Applicable Minimum Borrowing Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will applicable thereto, then such Borrowing may not be paid in full continued as a result Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Voluntary PrepaymentLoans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not, so long as no Default or Event of Default has occurred then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each prepayment in respect of any Tranche of Term Loans made pursuant to this Section 4.01(a) shall be allocated among each of the outstanding Tranches of Term Loans on a pro rata basis, with each Tranche of Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment; and (v) each prepayment of any Tranche of Term Loans pursuant to this Section 4.01(a) shall reduce the then remaining Scheduled Term Loan Repayments of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment of such Tranche of Term Loans after giving effect to all prior reductions thereto). (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans of such Lender, together with accrued and unpaid interest, Fees, and all other amounts (including all amounts, if any, owing under Section 1.11) then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (x) the Revolving Loan Commitment of such Lender is continuing or would result therefrom; terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), and (y) sufficient amounts are on deposit such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given a manner satisfactory to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administratorrespective Issuing Lenders and (B) by 12:00 p.m. (New York City time) on the date required andconsents, if given any, required by telephone, promptly confirmed by delivery Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of written notice thereof any Tranche of Term Loans pursuant to this Section 4.01(b) shall reduce the Administrative Agent (and the Administrative Agent will promptly transmit a copy then remaining Scheduled Term Loan Repayments of such written notice to each Lender). Each notice Tranche of Term Loans on a Voluntary Prepayment shall specify pro rata basis (based upon the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the then remaining principal amount of the each such Scheduled Term Loan Repayment of such Tranche of Term Loans specified in such notice shall become due and payable on the prepayment date specified thereinafter giving effect to all prior reductions thereto).

Voluntary Prepayments. (1a) Any At any time and from time to time: (i) with respect to Base Rate Loans, the Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount; and (ii) with respect to SOFR Loans, the Borrower may prepay any such Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount)amount. (2b) All such prepayments shall be made, : (i) upon not less than one (1) Business Day’s prior written notice in the case of Base Rate Loans; and (ii) upon not less than three (3) Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) Days’ prior written or telephonic notice in advance the case of the proposed Voluntary Prepayment date, SOFR Loans; in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. noon (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to notify each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that, if such prepayment notice specifies such prepayment is being made in connection with the consummation of another transaction, then such prepayment may be contingent on the consummation of such other transaction. Any such voluntary prepayment pursuant to this Section 2.9 shall be applied as specified in Section 2.12(a). (c) Upon the occurrence of the Amendment No. 6 Post-Effective Date First Prepayment Target Date, the Borrower shall be deemed to have made a voluntary prepayment under this Section 2.9 in a principal amount equal to the Amendment No. 6 Fee, which prepayment shall be deemed to be applied to the Loans as specified in Section 2.12(a).

Voluntary Prepayments. The Parent Borrower shall have the right to prepay Revolving Loans or Term Loans, without premium or penalty (1) Any time and from time except for amounts payable to timeSection 1.11), the Borrower may prepay any Loans on any Business Day in whole or in part part, from time to time on the following terms and conditions: (eachi) the Parent Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)specifying whether such Loans are Revolving Loans or Term Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be received by the Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment, or (y) in the case of Eurodollar Loans, at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment shall be in an aggregate minimum principal amount not of at least $1,000,000, provided that no partial prepayment of any Loans shall reduce the aggregate principal amount of the Loans outstanding to an amount less than $1,000,000; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 4.01 may only be made on the Applicable Minimum Amount and integral multiples in excess last day of that amount equal an Interest Period applicable thereto unless concurrently with such prepayment any payments required to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full made pursuant to Section 1.11 as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts prepayment are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount)made. (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.

Voluntary Prepayments. (1a) Any time and The Company may from time to time, the Borrower may prepay any Loans on any upon at least (i) one (1) Business Day prior notice (in the event such notice pertains to Alternate Base Rate Term Loans) or (ii) three (3) Business Days’ prior notice (in the event such notice pertains to Eurodollar Term Loans) (by telephone (confirmed in writing promptly thereafter), facsimile or e-mail) received by the Administrative Agent (prior to 12:00 noon, New York City time, in the event such notice pertains to Alternate Base Rate Term Loans) (which shall advise each Bank thereof as soon as practicable thereafter), prepay the Term Loans of any Class in whole or in part part, without, except as provided in Section 3.04 hereof, premium or penalty (eachsuch prepayment to be pro rata to the Banks according to the respective unpaid principal amounts of the Term Loans made by them (or as between Banks which are affiliates of each other, a “Voluntary Prepayment”as they may determine and notify to the Administrative Agent)); provided, however, that each such partial prepayment shall be in an aggregate minimum amount not less than the Applicable Minimum Amount and of $50,000,000 or an integral multiples multiple of $10,000,000 in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount)$50,000,000. (2b) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment prepayment shall specify the principal amount Term Loan Borrowing to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such noticeits Class, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinand the aggregate principal to be prepaid, and shall be irrevocable; provided that, any notice of prepayment may state that it is conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent) if such condition is not satisfied. Amounts prepaid may not be reborrowed.

Voluntary Prepayments. (1a) Any The Borrower may at any time and from time to timetime prepay the Loans, in whole or in part, in each case, without premium or penalty (except, in the case of Term Loans, as provided in Section 4.01(c) and, in the case of all Loans, as provided in Section 2.12). Subject to the terms, conditions and limitations set forth herein, the Borrower may prepay reborrow any Revolving Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount)have been prepaid. (2b) All such prepayments Any prepayment of Loans shall be mademade upon irrevocable notice (subject to revocation as, upon not less than three Business Days and in the circumstances, set forth in clause (or such shorter time period agreed to by the Administrative Agent in its sole discretionII) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given below) delivered to the Administrative Agent (with a copy and, to the Collateral Agent extent solely with respect to the Revolving Loans, the Revolving Agent) no later than Noon (New York City time) three Business Days prior thereto, in the case of LIBOR Loans, and the Collateral Administrator) by 12:00 p.m. no later than Noon (New York City time) on the date required andof such payment, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment, identify the Class and Tranche of the prepayment of Loans and whether the prepayment is of LIBOR Loans or Base Rate Loans; provided, that if given by telephonea LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, promptly confirmed by delivery the Borrower shall also pay any amounts owing pursuant to Section 2.12; and provided, further, that (I) each voluntary prepayment of written Loans pursuant to this Section 4.01(b) shall be applied at the Borrower’s election, to the Revolving Loans exclusively or to each Tranche of Term Loans on a pro rata basis (other than a prepayment of Loans with the proceeds of (x) Indebtedness Incurred pursuant to Section 2.17 or (y) Indebtedness Incurred under Section 8.01(d), which, in each case, shall be applied to the Tranche of Loans being Refinanced pursuant thereto) and (II) if such notice thereof of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Term Facilities, Revolving Facilities or otherwise conditioned upon the consummation of any other transaction or the occurrence of any event (including an acquisition or a Change of Control), such notice of prepayment may be revoked if such Refinancing is not consummated or such condition is not satisfied, subject to payment of any costs referred to in Section 2.12. Upon receipt of any such notice the Administrative Agent (and the Administrative Agent will Revolving Agent, if applicable) shall promptly transmit a copy of such written notice to notify each Lender)relevant Lender thereof. Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of If any such noticenotice is given, the principal amount of the Loans specified in such notice shall become be due and payable on the prepayment date specified therein, together with accrued interest to such date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 4.01(c), if applicable, and accrued interest. Partial prepayments of Term Loans shall be in an aggregate principal amount of at least $1,000,000 or, if less, the outstanding principal amount of such Borrowing. Prepayments of Revolving Loans and Swing Line Loans shall be an aggregate principal amount not less than the lesser of (i) $1,000,000 and (ii) the aggregate principal amount of all such Revolving Loans or Swing Line Loans outstanding. (c) If the Borrower (x) prepays, refinances, converts, substitutes or replaces any Term Loans in connection with a Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, then the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Lenders holding Term Loans immediately prior to the consummation of such Repricing Transaction (including each Lender holding Term Loans immediately prior to the consummation of such Repricing Transaction that withholds its consent to such Repricing Transaction and is replaced as a Replaced Lender under Section 2.14), (I) in the case of clause (x), a prepayment premium equal to the Applicable Prepayment Percentage of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to the Applicable Prepayment Percentage of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (as applicable, the “Prepayment Fees”); provided that, for the avoidance of doubt, the Borrower shall not be subject to the requirements of this Section 4.01(c) with respect to any Repricing Transaction occurring after the date that is six months after the Closing Date. (d) All voluntary prepayments of a Tranche of Term Loans in accordance with this Section 4.01 shall be applied to the remaining amortization payments of the respective Tranches of Term Loans as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturity).

Voluntary Prepayments. (1) Any time and from time to The Borrowers shall have the right, at any time, the Borrower may to prepay any Loans on any Business Day Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (eacha) the Company shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Term Benchmark Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by such Borrower no later than, in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess case of that amount equal Term Benchmark, 10:00 a.m. three (3) Business Days prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to shall promptly be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment dateLenders; (b) each partial prepayment of any Term Benchmark shall be in an integral multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000 and each partial prepayment of ABR Loans shall be in an integral multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 or, in each case given case, if less, the entire principal amount thereof then outstanding; provided that no partial prepayment of Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount, and (c) any prepayment of Term Benchmark Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the relevant Borrower with the applicable provisions of Section 2.11. Each such prepayment shall be applied to the Administrative Agent (Lenders’ participation in each such Loan pro rata. At the Company’s election in connection with a copy any prepayment pursuant to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required andthis Section 5.1, if given by telephone, promptly confirmed by delivery of written notice thereof such prepayment shall not be applied to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice any Loan of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinDefaulting Lender.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to time--------------------- prepay the Loans, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Agent at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 12:00 Noon (New York time) at least three Business Days prior to the date of such prepayment (or, in the case of Base Rate Loans, on the same day) which notice shall, except in the case of Swingline Loans, promptly be trans mitted by the Agent to each of the Banks; (ii) each prepayment shall be in an aggregate minimum principal amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: at least $1,000,000 (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit $100,000 in the Principal Collection Account in case of Swingline Loans), provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Eurodollar Loans specified outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such notice shall become due Revolving --- ---- Loans; and (iv) with respect to each prepayment in respect of any Revolving Loans made pursuant to this Section 4.01, such prepayment shall, unless otherwise directed by the Borrower at the time of prepayment, first be deemed to be applied to any outstanding Working Capital Loans and payable on the prepayment date specified thereinthen to any outstanding Acquisition Loans.

Voluntary Prepayments. (1) Any time and from time Each Borrower shall have the right to time, the Borrower may prepay any Revolving Loans on any Business Day made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, a “Voluntary Prepayment”)the amount of such prepayment, the currency in which such Revolving Loans are denominated and the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be given by such Borrower at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate minimum principal amount not of at least $1,000,000 (or the Dollar Equivalent thereof), provided that no partial prepayment of Revolving Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Revolving Loans outstanding pursuant to such Borrowing to an amount less than the Applicable Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and integral multiples in excess (iv) prepayments of that amount equal Eurodollar Loans made pursuant to this Section 3.01 may only be made on the related Applicable Integral Multiple; provided that: (x) last day of an Interest Period applicable thereto unless the Loan will concurrently with such prepayment any payments required to be paid in full made pursuant to Section 1. 12 as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts prepayment are on deposit in made. No Borrower shall have the Principal Collection Account in the relevant Specified Currencies right under this Section 3.01 to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including prepay any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinany Competitive Bid Loans.

Voluntary Prepayments. (1a) Any At any time and from time to time, the Borrower may shall have the right to prepay any Loans on any Business Day the Loans, in whole or in part part, without premium or penalty (each, a “Voluntary Prepayment”except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte, North Carolina time, three Business Days prior to each intended prepayment of LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans; provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate minimum principal amount of not less than the Applicable Minimum Amount and $5,000,000 or, if greater, an integral multiples multiple of $1,000,000 in excess thereof, and each partial prepayment of that Base Rate Loans shall be in an aggregate principal amount equal of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the related Applicable Integral Multiple; provided that: aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (xiii) unless the Loan will made together with all amounts required under Section 2.16 to be paid in full as a result consequence of such Voluntary Prepaymentprepayment, no Default or Event a prepayment of Default has occurred a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and is continuing or would result therefrom; the aggregate principal amount, Class and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal Type of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments prepaid, and shall be made, upon not less than three Business Days (or irrevocable and shall bind the Borrower to make such shorter time period agreed to by prepayment on the terms specified therein. In the event the Administrative Agent in its sole discretion) prior written or telephonic receives a notice in advance of the proposed Voluntary Prepayment dateprepayment under this Section 2.7(a), in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written will give prompt notice thereof to the Administrative Agent (and Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent will promptly transmit shall have no obligation to notify the Lenders with respect thereto. (b) Each prepayment of the Converted Term Loan made pursuant to Section 2.7(a) shall be applied to the remaining scheduled principal payments in each instance on a copy of such written notice to each Lender)pro rata basis. Each notice prepayment of a Voluntary Prepayment the Loans made pursuant to Section 2.7(a) shall specify be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount to be prepaid and held by each; provided that if any Lender is a Defaulting Lender at the related prepayment date (which shall be a Business Day). Upon the giving time of any such noticeprepayment, the principal amount any voluntary prepayment of the Loans specified in shall, if the Administrative Agent so directs at the time of making such notice shall become due voluntary prepayment, be applied to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and payable on the prepayment date specified thereinoutstanding Loans of such Defaulting Lender were zero.

Voluntary Prepayments. (1) Any The Borrower shall have the right to prepay the Notes, in whole or in part, at any time and from time to time, the Borrower may prepay any Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal prior to the related Applicable Integral Multiple; provided that: Maturity Date. The Notes shall be prepaid at the following prepayment prices (x) unless the Loan will be paid expressed in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal percentages of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the outstanding principal amount of the Loans specified Note, as the case may be, being prepaid) plus accrued and unpaid interest on such prepaid principal amount to the prepayment date, MINUS the number of percentage points reflected by the product of (a) 10.1695 and (b) the difference between (i) the average closing trading price of the Common Stock for the five trading days immediately prior to, but not including, the date of such prepayment and (ii) the Common Stock price denoted below in the column titled "Minimum Common Stock Price" (the "NOTE PREPAYMENT PRICE"); PROVIDED, HOWEVER, that in no event shall the Note Prepayment Price be less than 100% of the outstanding principal amount of the Notes to be prepaid, plus accrued and unpaid interest on such principal amount to the prepayment date: (a) the Borrower shall give each Holder written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Notes and the amount of such prepayment, which notice shall become due be given by the Borrower at least 30 days prior to the date of such prepayment, (b) each partial prepayment shall be in an aggregate principal amount of at least $100,000, and payable on (c) each prepayment shall be allocated PRO RATA among all the prepayment date specified thereinHolders holding the Notes being prepaid.

Voluntary Prepayments. The Borrower shall not be permitted to make any voluntary prepayments of Term Loans prior to August 16, 2011. The Borrower shall have the right to prepay the Term Loans, without premium or penalty (1) Any except as provided in Section 3.01(b)), in whole or in part at any time and from time to timetime on or after August 16, 2011 (but not before such date) on the following terms and conditions: (i) the Borrower may prepay any Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by give the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. Noon (New York City time) at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Term Loans, which notice shall specify the amount of such prepayment and which notice the Administrative Agent shall, promptly transmit to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent); (iii) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied pro rata among such Term Loans; (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall reduce the then remaining Scheduled Repayments on a pro rata basis (based on the date required andthen remaining principal amount of each such Scheduled Repayments after giving effect to all prior reductions thereto); and (v) at the time of any such prepayment of Term Loans, if given by telephone, promptly confirmed by delivery of written notice thereof the Borrower shall pay to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lenderapplicable fee required under Section 3.01(b). Each notice No voluntary prepayments of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which Term Loans shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified permitted except in such notice shall become due and payable on the prepayment date specified thereinaccordance with this Section 4.01.

Voluntary Prepayments. (1) Any time and from time The Borrowers shall have the right to time, the Borrower may prepay any Loans on any Business Day Borrowing in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than from time to time on the Applicable Minimum Amount following terms and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided thatconditions: (xi) unless the Loan will be paid Funds Administrator shall give an irrevocable written notice (or telephonic notice promptly confirmed in full as a result writing) to Administrative Agent, which such notice shall state Borrowers’ intent to prepay such Loans, the amount of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to which such prepayment is to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments applied, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to given by the Funds Administrator to Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. Noon (New York City time) on at least three Business Days prior to the date required and, of such prepayment if given a prepayment of Eurodollar Loans or one Business Day for any other Loans and which notice shall promptly be transmitted by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and applicable Lenders; (ii) each partial prepayment of any Borrowing (other than daily prepayments from the related prepayment date (which Master Collection Account) shall be a Business Day). Upon the giving of any such notice, the in an aggregate principal amount of at least $1,000,000; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.4 on the last day of an Interest Period applicable thereto, or on any other day subject to Section 3.4; and (iv) a partial prepayment of Eurodollar Loans shall not be made that would result in the remaining aggregate outstanding principal amount thereof being less than the minimum principal amount that would be required in respect of a Borrowing of similar Eurodollar Loans. Each prepayment in respect of any Borrowing shall be applied pro rata among the Loans specified comprising such Borrowing. The notice provisions, the provisions with respect to the minimum amount of any prepayment and the provisions requiring prepayments in integral multiples above such notice shall become due minimum amount are for the benefit of Administrative Agent and payable on the prepayment date specified thereinmay be waived unilaterally by Administrative Agent.

Voluntary Prepayments. (1) Any time and from time The Company shall have the right to time, prepay the Borrower may prepay any Loans on any Business Day or Term Loans in whole or in part part, without premium or penalty (each, a “Voluntary Prepayment”)but subject to Section 2.10) from time to time on the following terms and conditions: (i) the Company shall give the Agent at the Notice Office at lease three Business Days, in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess case of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result prepayment of such Voluntary Prepayment, no Default Fixed Rate Loans or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. Noon (New York City Cincinnati time) on the date required andof prepayment, if given by telephonein the case of a prepayment of Prime Rate Loans, promptly confirmed by delivery of prior written notice thereof (or telephonic notice confirmed in writing) of its intent to prepay the Administrative Agent (and Loans or Term Loans, the Administrative Agent will promptly transmit a copy amount of such written notice to each Lender). Each notice prepayment and what Types of a Voluntary Prepayment shall specify the principal amount Loans or Term Loans are to be prepaid and the related Borrowing(s) pursuant to which made, which notice the Agent shall promptly transmit to each of the Banks; (ii) each prepayment date (which shall be a Business Day). Upon the giving of any such notice, the in an aggregate principal amount of not less than $2,500,000 in the case of Fixed Rate Loans, or $1,000,000 in the case of Prime Rate Loans specified or in each case, if greater, in an integral multiple of $1,000,000, PROVIDED that no partial prepayment of Fixed Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Loans or Term Loans made pursuant to such notice Borrowing to an amount less than $2,500,000; and (iii) each prepayment in respect of any Loans or Term Loans made pursuant to a Borrowing shall become due and payable on the be applied pro rata among such Loans or Term Loans. It is understood that each prepayment date specified thereinof Fixed Rate Loans shall be subject to Section 2.10.

Voluntary Prepayments. (1) Any time and from time The Borrowers shall have the right to time, the Borrower may prepay any Loans on any Business Day in whole or in part from time to time; provided, however, that (each, i) a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess Notice of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will Prepayment must be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent in its sole discretionnot later than 9:00 a.m. (A) three Business Days prior written or telephonic notice in advance to any date of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent prepayment of Eurodollar Rate Loans and (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City timeB) on the date required andof prepayment of Base Rate Committed Loans and (ii) each partial prepayment of (A) Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or, the then remaining principal balance of the Committed Loans, if given by telephoneless) and (B) Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or, promptly confirmed by delivery the then remaining principal balance of written notice thereof the Committed Loans, if less) or, in the case of Swing Line Loans, in a minimum principal amount of $500,000 and multiples of $100,000 in excess thereof. Subject to the Administrative Agent (and foregoing terms, amounts prepaid under this Section 2.05(a) shall be applied as the Administrative Agent will promptly transmit a copy Borrower may notify the Administrative Agent; provided that if the Administrative Borrower shall fail to specify its elected application with respect to any voluntary prepayment in the Notice of Prepayment, such written notice voluntary prepayment shall be applied first to each Lender)Swing Line Loans and then to Committed Loans, and with respect to Committed Loans first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. Each notice of a Voluntary Prepayment All prepayments under this Section 2.05(a) shall specify be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount to be prepaid and through the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinprepayment.

Voluntary Prepayments. (1) Any time and from time Each Borrower shall have the right to time, prepay the Borrower may prepay any Loans on any Business Day without premium or penalty in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than from time to time on the Applicable Minimum Amount following terms and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount).conditions: (2a) All such prepayments the applicable Borrower shall be made, upon not less than three Business Days (or such shorter time period agreed to by the give Administrative Agent in irrevocable written notice (which notice may be conditioned upon the happening of an event) at its sole discretion) prior written Notice Address (or telephonic notice promptly confirmed in advance writing) of its intent to prepay the proposed Voluntary Prepayment dateLoans, in each case whether such Loans are Term Loans (and if so, the applicable Term Facilities), Dollar Revolving Loans or Multicurrency Revolving 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 (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. Noon (New York City time) on at least three (3) Business Days prior in the case of Eurocurrency Loans and at least one (1) Business Day prior in the case of Base Rate Loans to the date required and, if given of such prepayment and which notice shall promptly be transmitted by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment the applicable Lenders; (b) each partial prepayment of any Borrowing shall specify the be in an aggregate principal amount of at least $1,000,000 or €1,000,000 (or the Dollar Equivalent thereof in any other Alternative Currency); provided that no partial prepayment of Eurocurrency Loans made pursuant to be prepaid and a single Borrowing shall reduce the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the outstanding Loans specified in made pursuant to such notice shall become due and payable on Borrowing to an amount less than the prepayment date specified therein.Minimum Borrowing Amount applicable thereto;

Voluntary Prepayments. (1a) Any At any time and from time to time, the Borrower may shall have the right to prepay any Loans on any Business Day the Loans, in whole or in part part, without premium or penalty (each, a “Voluntary Prepayment”except as provided in subclause (ii) below), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal upon written notice (or telephonic notice if followed promptly by written notice) given to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary PrepaymentAdministrative Agent not later than 1:00 p.m., no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period as agreed to by the Administrative Agent in its sole discretionAgent) prior written or telephonic to each intended prepayment (or, in the case of a prepayment of a Base Rate Loan, one Business Day prepayment), provided that each partial prepayment of Loans shall be in an aggregate principal amount of not less than $1,000,000 (or, if less, in the amount of the aggregate outstanding amount of Loans being prepaid) or, if greater, an integral multiple of $500,000 in excess thereof (or, if such excess amount is less than $500,000, the remainder of such excess amount) and (ii) unless made together with any amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a SOFR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in the case of SOFR Loans, the Borrowing pursuant to which made and the Interest Period applicable thereto), and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein (except as otherwise provided in Section 2.07(c)). Revolving Loans and Swingline Loans (but not Term Loans) prepaid pursuant to this Section 2.07 may be reborrowed, subject to the terms and conditions of this Agreement. (b) Each prepayment of the Term Loans made pursuant to clause (a) above shall be applied to the scheduled principal payments of such Loans on a ratable basis among all such remaining amortization payments based on the principal amounts thereof. Each prepayment of the Loans made pursuant to clause (a) above shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (c) Any notice in advance respect of a prepayment of the proposed Voluntary Credit Facilities (including in connection with a Change in Control or issuance of Indebtedness) (an “Optional Prepayment dateNotice”) may be conditioned upon the effectiveness of other transactions, in each which case given such notice may be revoked by the Borrower by providing notice to the Administrative Agent (with a copy on or prior to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans as specified in such notice Optional Prepayment Notice, and the failure to make a prepayment pursuant to such a revoked Optional Prepayment Notice shall become due and payable on the prepayment date specified thereinnot constitute an Event of Default.

Voluntary Prepayments. (1a) Any The Borrower shall have the right at any time and from time to time, the Borrower may time to prepay any Loans on any Business Day Borrowing, in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be madepart, upon not less than at least three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) Days’ prior written or telephonic fax notice (or telephone notice promptly confirmed by written or fax notice) in advance the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the proposed Voluntary Prepayment datedate of prepayment in the case of ABR Loans, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (before 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date required andstated therein; provided, however, that if given by telephonesuch prepayment is for all of the then outstanding Loans, promptly confirmed by delivery of written then the Borrower may (x) revoke such notice thereof prior to the Administrative Agent proposed date of prepayment and/or (y) extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of ‎Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this ‎Section 2.12 shall be subject to ‎Section 2.16 but otherwise without premium or penalty. All prepayments under this ‎Section 2.12 (other than prepayments of ABR Loans that are not made in connection with the termination or permanent reduction of the Commitments) shall be accompanied by accrued and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify unpaid interest on the principal amount to be prepaid and to but excluding the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinpayment.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Credit Loans, without premium or penalty (1) Any time and from time other than amounts, if any, required to time, the Borrower may prepay any be paid pursuant to Section 2.112.11 with respect to prepayments of SOFR Loans made on any Business Day date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on any date on the following terms and conditions: (eacha) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, a “Voluntary Prepayment”the amount of such prepayment and, in the case of SOFR Loans, the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (x) one (1) Business Day prior to (in the case of ABR Loans) or (y) three (3) Business Days prior to (in the case of SOFR Loans) (or, in each case, such shorter time as the Administrative Agent may agree), (b) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate minimum principal amount not of at least $5,000,000; provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the Applicable applicable Minimum Borrowing Amount for SOFR Loans and integral multiples in excess (c) any prepayment of that amount equal SOFR Loans pursuant to this Section 5.1 on any day prior to the related Applicable Integral Multiple; provided that: (x) unless last day of an Interest Period applicable thereto shall be subject to compliance by the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together Borrower with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount)applicable provisions of Section 2. (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to time, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which made, in an aggregate minimum amount not less than which notice shall be given by the Applicable Minimum Amount and integral multiples in excess of that amount equal Borrower at least five Business Days prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepaymentprepayment of Loans, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to which notice shall promptly be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment date, Banks; (ii) each partial prepayment of any Borrowing shall be in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required an aggregate principal amount of at least $1,000,000 and, if given by telephonegreater, promptly confirmed by delivery in an integral multiple of written notice thereof $100,000, provided that no partial prepayment of Eurodollar Loans made pur suant to a Borrowing shall reduce the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified in outstanding pursuant to such notice shall become due and payable Borrowing to an amount less than the Minimum Borrowing Amount; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.01 on the last day of the Interest Period applicable thereto; and (iv) each prepayment date specified thereinin respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Banks which made such Loans, provided that at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loans of a Defaulting Bank.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to timeprepay the Term Loans, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty (each, a “Voluntary Prepayment”except as specified below), from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Notice Office written or telephonic notice (in an aggregate minimum the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of its intent to prepay the Loans, the amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayment and (y) sufficient amounts are on deposit in the Principal Collection Account in case of Eurodollar Loans) the relevant Specified Currencies specific Borrowing(s) pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments which made, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent in its sole discretionby (i) 12:00 noon (local time at the Notice Office) three Business Days prior written or telephonic notice in advance to the date of the proposed Voluntary Prepayment datesuch prepayment, in each the case given of any prepayment of Eurodollar Loans, or (ii) 12:00 noon (local time at the Notice Office) one Business Day prior to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to prepayment, in the case of any prepayment of Base Rate Loans; (b) in the case of prepayment of any Borrowings, each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related partial prepayment date (which shall be a Business Day). Upon the giving of any such notice, the Borrowing shall be in an aggregate principal amount of at least the Minimum Borrowing Amount applicable thereto; (c) no partial prepayment of any Loans specified made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, provided that the foregoing limitation shall not apply if such Loans are being prepaid in full; (d) each prepayment shall be applied pro rata among such notice Loans; and (e) each prepayment of Eurodollar Loans pursuant to this Section 4.1 on any date other than the last day of the Interest Period applicable thereto shall become due and be accompanied by any amounts payable on the prepayment date specified thereinin respect thereof under Section 2.7.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, without premium or penalty (1) Any time and from time except for amounts payable pursuant to timeSection 1.11), the Borrower may prepay any Loans on any Business Day in whole or in part part, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly 12 confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)whether such Loans are Term Loans or Revolving Loans, in an aggregate minimum the amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayment and (y) sufficient amounts are on deposit in the Principal Collection Account in case of Eurodollar Loans) the relevant Specified Currencies specific Borrowing(s) pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All which such prepayments prepayment is made, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent (x) in its sole discretionthe case of Base Rate Loans, no later than 12:00 Noon (New York time) one Business Day prior written to the date of such prepayment, or telephonic (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice in advance of the proposed Voluntary Prepayment date, in each case given to shall promptly be transmitted by the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment the Banks; (ii) each partial prepayment of any Borrowing shall specify the be in an aggregate principal amount of at least $1,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to be prepaid and a Borrowing shall reduce the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified outstanding pursuant to such Borrowing to an amount less than $1,000,000; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such notice Loans; and (iv) each prepayment of Term Loans pursuant to this Section 3.01 shall become due and payable reduce the then remaining Scheduled Repayments on a pro rata basis (based upon the prepayment date specified thereinthen remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. (1) Any The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time, time on the following terms and conditions: (i) the Borrower may prepay any Loans on any Business Day in whole or in part shall give the Administrative Agent prior to 12:00 Noon (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than New York time) at the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: Notice Office (x) unless at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; Borrower's intent to prepay Base Rate Loans and (y) sufficient amounts are on deposit at least five Business Days' prior written notice (or telephonic notice promptly confirmed in the Principal Collection Account in the relevant Specified Currencies to pay the principal writing) of the Borrower's intent to prepay Eurodollar Loans, which notice shall specify the amount of such prepayment and the Types of Loans to be prepaid together with and, in the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, upon not less than three Business Days (or such shorter time period agreed to by and which notice the Administrative Agent in its sole discretion) prior written or telephonic notice in advance shall promptly transmit to each of the proposed Voluntary Prepayment date, in Banks; (ii) each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery prepayment of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which Loans shall be a Business Day). Upon the giving of any such notice, the in an aggregate principal amount of at least $100,000, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans specified made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans; and (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such notice Loans, provided that at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 3.01, such prepayment shall become due and payable on the prepayment date specified thereinnot be applied to any Loans of a Defaulting Bank.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to time, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which made, in an aggregate minimum amount not less than which notice shall be given by the Applicable Minimum Amount and integral multiples in excess of that amount equal Borrower at least one Business Day prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result date of such Voluntary Prepayment, no Default or Event of Default has occurred prepayment with respect to Base Rate Loans and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three two Business Days (or prior to the date of such shorter time period agreed prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance to each of the proposed Voluntary Prepayment date, Banks; (ii) each partial prepayment of any Borrowing shall be in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required an aggregate principal amount of at least $500,000 and, if given by telephonegreater in an integral multiple of $100,000, promptly confirmed by delivery provided that no partial prepayment of written notice thereof Eurodollar Loans made pursuant to a Borrowing shall reduce the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified in outstanding pursuant to such notice shall become due and payable Borrowing to an amount less than the Minimum Borrowing Amount appli- 0000DSZS.W51 cable thereto; (iii) Eurodollar Loans pursuant to this Section 4.01 may only be prepaid on the last day of the Interest Period applicable thereto; and (iv) each prepayment date specified thereinin respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Banks which made such Loans, provided that at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loans of a Defaulting Bank.

Voluntary Prepayments. The Borrower may, at its option, prepay the ABR Advances and Eurodollar Advances, in whole or in part, without premium or penalty (1other than any indemnification amounts, as provided for in Section 2.16) Any at any time and from time to time, time by notifying the Borrower may prepay any Loans on any Administrative Agent in writing at least one Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal prior to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit proposed prepayment date in the Principal Collection Account case of Loans consisting of ABR Advances and at least three Business Days prior to the proposed prepayment date in the relevant Specified Currencies to pay the principal case of Loans consisting of Eurodollar Advances, specifying the Loans to be prepaid together with consisting of ABR Advances, Eurodollar Advances or a combination thereof, the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which of prepayment. Such notice shall be a Business Day). Upon irrevocable and the giving of any such notice, the principal amount of the Loans specified in such notice shall become be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender in respect thereof. Partial prepayments of ABR Advances and/or Eurodollar Advances shall be in an aggregate minimum principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date specified thereinand which had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall be at least (subject to Section 2.3(c)) $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. Notwithstanding anything in this Agreement to the contrary, voluntary prepayments by the Borrower of Competitive Bid Advances or Swingline Loans are not permitted.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to timeprepay Loans, the Borrower may prepay any Loans on any Business Day without premium or penalty, in whole or in part from time to time on the following terms and conditions: (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than i) the Applicable Minimum Amount and integral multiples in excess of that amount equal to Borrower shall give the related Applicable Integral Multiple; provided that: Administrative Agent at its Notice Office (x) unless written notice prior to 12:00 Noon (New York time) at least three Business Days prior to the Loan will be paid in full as a result date of such Voluntary Prepayment, no Default or Event prepayment in the case of Default has occurred and is continuing or would result therefrom; Eurodollar Loans and (y) sufficient amounts are on deposit written notice prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in the Principal Collection Account in case of Base Rate Loans of its intent to prepay the relevant Specified Currencies to pay Loans, the principal amount of such prepayment and the Types of Loans to be prepaid together with prepaid, and, in the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, upon not less than three Business Days (or such shorter time period agreed to by which notice the Administrative Agent in its sole discretion) prior written or telephonic notice in advance shall promptly transmit to each of the proposed Voluntary Prepayment date, in Banks; (ii) each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the in an aggregate principal amount of at least the applicable Minimum Borrowing Amount; PROVIDED that no partial prepayment of Eurodollar Loans specified made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount; and (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such notice shall become due and payable on the prepayment date specified thereinLoans.

Voluntary Prepayments. The Joint Obligors shall have the right to make total or partial voluntary prepayments of the Loan, provided that: (1i) The Lenders are notified of the intention to make the voluntary prepayment no less than 10 days and no more than 60 days prior to the date on which the prepayment is intended to be made. Any time notice of a voluntary prepayment shall be irrevocable and, therefore, any notice to the contrary subsequently given by the Joint Obligors shall be invalid; (ii) The prepayment includes the outstanding interest and from time to time, any other costs or fees outstanding on the Borrower may prepay any Loans relevant Interest Payment Date; (iii) Such prepayments are made on any Business Day an Interest Payment Date; (iv) The voluntary prepayments are made in minimum amounts of the Peso equivalent of USD $5,000,000 and in whole or multiples of the Peso equivalent of USD $1,000,000. A prepayment in part (each, a “Voluntary Prepayment”), lesser amount than the Peso equivalent of USD $5,000,000 and/or not in an aggregate minimum amount not a whole multiple of the Peso equivalent of USD $1,000,000 will only be accepted if the value of the outstanding amounts of the Loan is less than the Applicable Minimum Amount Peso equivalent of USD $5,000,000 and integral multiples in excess of that amount equal the voluntary prepayment is made for the entire outstanding amounts under the Loan; (v) The total or partial prepayment made pursuant to the related Applicable Integral Multiple; provided thatprovisions of this Section, entails the obligation of the Joint Obligors to pay to each Lender a prepayment fee (the “Prepayment Fee”) equal to: (xa) unless the Loan will be paid amount prepaid by the Joint Obligors; (b) multiplied by the applicable percentage in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together accordance with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be madetable below, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) depending on the date required andperiod when the voluntary prepayment occurs; (c) plus VAT, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.as applicable and/or other applicable Taxes;

Voluntary Prepayments. Each Borrower shall have the right to prepay Revolving Loans incurred by it, without premium or penalty (1) Any time and from time except for amounts payable to timeSection 1.11), the Borrower may prepay any Loans on any Business Day in whole or in part part, from time to time on the following terms and conditions: (eachi) such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, a “Voluntary Prepayment”)specifying the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be received by the Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one (1) Business Day prior to the date of such prepayment, or (y) in the case of Eurodollar Loans, at least three (3) Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment shall be in an aggregate minimum principal amount not of at least $1,000,000, provided that no partial prepayment of any Revolving Loans shall reduce the aggregate principal amount of the Revolving Loans outstanding to an amount less than $1,000,000; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; (iv) prepayments of Eurodollar Loans made pursuant to this Section 4.01 may only be made on the Applicable Minimum Amount and integral multiples in excess last day of that amount equal an Interest Period applicable thereto unless concurrently with such prepayment any payments required to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full made pursuant to Section 1.11 as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefromprepayment are made; and (yv) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies each prepayment of Revolving Loans pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments this Section 4.01 shall be made, upon not less than three Business Days (or applied pro rata among such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinRevolving Loans.

Voluntary Prepayments. (1) Any time and from time Each Borrower shall have the right to time, the Borrower may prepay any Revolving Loans on any Business Day or Term Loans made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)whether such Loans are Term Loans or Revolving Loans, the amount of such prepayment, the currency in which such Loans are denominated and the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by such Borrower (x) prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans and (y) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment shall be in an aggregate minimum principal amount not of at least $1,000,000, or the Dollar Equivalent thereof, provided that no partial prepayment of any Loans shall reduce the aggregate principal amount of the Loans outstanding to an amount less than the Applicable Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and integral multiples in excess (iv) prepayments of that amount equal Eurodollar Loans made pursuant to this Section 4.01 may only be made on the related Applicable Integral Multiple; provided that: (x) last day of an Interest Period applicable thereto unless the Loan will concurrently with such prepayment any payments required to be paid in full made pursuant to Section 1.12 as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts prepayment are on deposit in made. No Borrower shall have the Principal Collection Account in the relevant Specified Currencies right under this Section 4.01 to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including prepay any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinany Competitive Bid Loans.

Voluntary Prepayments. Borrowers may at any time on at least 5 days' prior written notice by Borrower Representative to Agent permanently reduce the Revolving Loan Commitment; provided that (1A) Any time and from time to time, the Borrower may prepay any Loans on any Business Day such reductions shall be in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) unless terminated, the Revolving Loan Commitment shall not be reduced to an amount less than $35,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 days' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans 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 such voluntary prepayment, any such reduction (other than any reduction (i) made after January 1, 2002, the amount equal of which, when added to the related Applicable Integral Multiple; provided that: (x) unless amount of all other voluntary reductions of the Loan will be paid in full as a result of such Voluntary PrepaymentCommitments made after January 1, no Default or Event of Default has occurred and is continuing or would result therefrom; 2002 does not exceed $5,000,000 and (yii) sufficient amounts are on deposit in made after the Principal Collection Account in the relevant Specified Currencies to pay the principal first anniversary date of the Loans Closing Date, the amount of which, when added to the amounts of all other voluntary reductions of the Commitments made after January 1, 2002, does not exceed $10,000,000) and any such termination of the Revolving Loan Commitment must be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to accompanied by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance payment of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) Fee required by 12:00 p.m. (New York City time) on the date required andSection 1.9(c), if given by telephoneany, promptly confirmed by delivery plus the payment of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Dayany LIBOR funding breakage costs in accordance with Section 1.13(b). Upon the giving of any such notice, the principal amount prepayment and termination of the Loans specified in such notice Revolving Loan Commitment, each Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall become due and payable on the prepayment date specified thereinsimultaneously be terminated.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to timeprepay Loans, the Borrower may prepay any Loans on any Business Day without premium or penalty, in whole or in part from time to time on the following terms and conditions: (eachi) the Borrower shall give the Administrative Agent prior to 10:00 A.M. (New York time) at its Notice Office at least three (3) Business Days' prior written notice in the case of Eurodollar Loans and one (1) Business Day's prior written notice in the case of Base Rate Loans of its intent to prepay the Loans, a “Voluntary Prepayment”)whether Term Loans or Revolving Loans shall be prepaid, in an aggregate minimum the amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event prepayment and the Types of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with and, in the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, upon not less than three Business Days (or such shorter time period agreed to by which notice the Administrative Agent in its sole discretion) prior written or telephonic notice in advance shall promptly transmit to each of the proposed Voluntary Prepayment date, Banks; (ii) each prepayment shall be in each case given to an aggregate principal amount of at least the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required applicable Minimum Borrowing Amount and, if given by telephonegreater, promptly confirmed by delivery in integral multiples of written notice thereof $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Administrative Agent outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount; (and iii) no prepayments of Eurodollar Loans made pursuant to this Section 3.01 may be made on a day other than the Administrative Agent will promptly transmit last day of an Interest Period applicable thereto; (iv) each prepayment in respect of any Loans made pursuant to a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which Borrowing shall be a Business Day). Upon applied pro rata among such Loans; and (v) each prepayment of Term Loans pursuant to this Section 3.01 shall be applied to reduce the giving then remaining Scheduled Repayments in inverse order of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinmaturity.

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to timeprepay Loans, the Borrower may prepay any Loans on any Business Day in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (eachi) no PF Loans may be prepaid at any time if after giving effect thereto any SF Loans are outstanding; (ii) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)whether such Loans are PF Loans or SF Loans, in an aggregate minimum the amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayment and (y) sufficient amounts are on deposit in the Principal Collection Account in case of Eurodollar Loans) the relevant Specified Currencies specific Borrowing(s) pursuant to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments which made, which notice shall be made, upon not less than three Business Days (or such shorter time period agreed to received by the Administrative Agent in its sole discretionby 1:00 P.M. (Cleveland, Ohio time) one Business Day prior written or telephonic to the date of such prepayment (and which notice in advance of the proposed Voluntary Prepayment date, in each case given to shall promptly be transmitted by the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lenderof the Lenders). Each notice ; (iii) each partial prepayment of any Borrowing shall be in an aggregate principal of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof, in the case of a Voluntary Prepayment Borrowing consisting of Eurodollar Loans, and at least $500,000 or an integral multiple of $100,000 in excess thereof, in the case of a Borrowing consisting of Base Rate Loans, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall specify reduce the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the aggregate principal amount of the Loans specified outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such notice Loans; and (v) each prepayment of Eurodollar Loans pursuant to this section 4.1 on any date other than the last day of the Interest period applicable thereto shall become due and be accompanied by any amounts payable on the prepayment date specified thereinin respect thereof under section 1.11.

Voluntary Prepayments. (1a) Any The Borrower shall have the right to prepay the Loans, without premium or penalty (except as set forth in clause (vi) of this Section 5.01(a)), in whole or in part at any time and from time to time, time on the following terms and conditions: (i) the Borrower may prepay any Loans on any Business Day in whole or in part shall give the Administrative Agent prior to 12:00 Noon (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than New York time) at the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: Notice Office (x) unless at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the Loan will be paid in full as case of a result prepayment of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; Swingline Loans) and (y) sufficient amounts are on deposit at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify (I) whether Initial Term Loans, Incremental Term Loans under a given Tranche, Revolving Loans or Swingline Loans shall be prepaid, (II) the Principal Collection Account in amount of such prepayment, (III) the relevant Specified Currencies to pay the principal Types of the Loans to be prepaid together with and (IV) in the other amounts that will be owing case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall, except in connection therewith the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (including any related Make-Whole Amount). ii) (2x) All such prepayments each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be made, upon not less than three Business Days in an aggregate principal amount of at least $500,000 (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given lesser amount as is acceptable to the Administrative Agent Agent), (with a copy to the Collateral Agent and the Collateral Administratory) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery each partial prepayment of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.Revolving Loans

Voluntary Prepayments. (1) Any time and from time The Borrower shall have the right to timeprepay Loans, the Borrower may prepay any Loans on any Business Day without premium or penalty, in whole or in part part, from time to time on the following terms and conditions: (eachi) the Borrower shall give the Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, a “Voluntary Prepayment”)the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000 (and, if greater, in an integral multiple of $1,000,000), PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in outstanding pursuant to such notice shall become due and payable Borrowing to an amount less than $5,000,000; (iii) prepayments of Eurodollar Loans made pursuant to this Section 3.01 may only be made on the last day of an Interest Period applicable thereto; and (iv) each prepayment date specified thereinin respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans. Upon receipt of a notice of prepayment pursuant to this Section 3.01, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such prepayment. The Borrower shall have no right under this Section 3.01 to prepay any principal amount of any Competitive Bid Loans.

Voluntary Prepayments. (1) Any time and from time to time, the Borrower Loans may prepay any Loans on any Business Day be prepaid in whole or in part from time to time without premium or penalty; provided, however, that (eachi) Eurocurrency Loans may only be prepaid on three Business Days' prior written notice to the Administrative Agent, (ii) each such partial prepayment of Loans shall be in the minimum principal amount of $2,500,000 (or with respect to a “Voluntary Prepayment”)Foreign Currency Loan, in an aggregate minimum amount not less than the Applicable Minimum Amount U.S. Dollar Equivalent of such Foreign Currency) and integral multiples of $500,000 (or with respect to a Foreign Currency Loan, the U.S. Dollar Equivalent of such Foreign Currency) in excess of that amount equal thereof, and (iii) voluntary prepayments with respect to the related Applicable Integral MultipleTerm Loans (A) shall be applied pro rata to the outstanding Tranche A Term Loans and the Tranche B Term Loans and (B) within each tranche, shall be applied pro rata with respect to each remaining Principal Amortization Payment; provided that: provided, however, one or more holders of the Tranche B Term Loans may decline to accept a voluntary prepayment under this Section 3.3(a) to the extent there are sufficient Tranche A Term Loans outstanding and holders of Tranche B Term Loans accepting such voluntary prepayment to be paid with such prepayment, in which case such declined prepayments shall be allocated (x) unless pro rata among the Loan will be paid in full as a result of Tranche A Term Loans and the Tranche B Term Loans held by Lenders accepting such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; prepayments and (y) sufficient amounts are on deposit in the Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount). (2) All such prepayments within each tranche, shall be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent in its sole discretion) prior written or telephonic notice in advance of the proposed Voluntary Prepayment date, in each case given to the Administrative Agent (applied pro rata with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice respect to each Lender)remaining Principal Amortization Payment. Each notice of a Voluntary Prepayment shall specify the principal amount to be prepaid and the related prepayment date (which All prepayments under this Section shall be a Business Day). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified thereinsubject to Section 3.14.