Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, in whole or in part, without premium or penalty (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 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 of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative 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, 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i1) the Borrower Borrowers shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrowers no later than 12:00 Noon (New York City time) (i) in the case of SOFR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iii) in the case of Swingline Loans, on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (ii2) each partial prepayment of (i) any Borrowing of SOFR Loans shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 and in multiples of $1,000,000 in excess thereof, PROVIDED (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of Eurodollar SOFR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding SOFR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such SOFR Loans and (3) in the case of any prepayment of SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto; , the Borrowers shall, promptly after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be applied to the Class or Classes of Term A Loans, Loans as the Borrowers may specify. Each prepayment in respect of any Term B 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 (unless waived by b) applied to reduce Tranche B-2 Term Loan Repayment Amounts, Tranche B-5-6 Term Loan Repayment Amounts, Tranche B-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the holders thereof) case may be, in each case, in such order and to such Classes as the Borrowers may specify. At the Borrowers’ election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on Loan or Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The (a) Subject to Section 5.1(b), the Borrower shall have the right to prepay Loans, Loans in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 10:00 a.m. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); Lenders, (iib) each partial prepayment of any Borrowing of Loans shall be in a multiple of $500,000 (or $1,000,000 in the case of Eurodollar Loans) and in an aggregate principal amount of at least $5,000,000, PROVIDED 1,000,000 (or $5,000,000 in the case of Eurodollar Loans); provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than $1,000,000 and (c) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the Minimum Borrowing Amount last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 (other than as otherwise set forth in Section 5.1(c)) shall be (a) applied to the Term A LoansClass or Classes of Loans as the Borrower may specify (but on a pro rata basis to the Lenders in such Class) and (b) applied to reduce Initial Loan Repayment Amounts, Incremental Loan Repayment Amounts, (subject to Section 3.1), Extended Loan Repayment Amounts and (subject to Section 3.2) Refinancing Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. Notwithstanding the foregoing, the Term B Borrower may not repay (x) Extended Loans and of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Loans of the Existing Class from which such Extended Loans were converted (or such Loans of the Existing Class have otherwise been repaid in full) or (y) Refinancing Loans of any Refinancing Series unless waived such prepayment is accompanied by a pro rata repayment of the holders thereof) the Term C Class of Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis that such Refinancing Loans refinanced (based upon the then remaining principal amount if such Class of each such Scheduled RepaymentLoans was not refinanced in full).

Voluntary Prepayments. The the Administrative Borrower shall have the right to prepay Loans, in whole or in part, without premium or penalty (except as required by Section 1.11), from time to time on the following terms and conditions: (i) the Borrower shall give notify the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansand, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loansprepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile to the specific Borrowing(sAdministrative Agent (or, in the case of prepayment of a Swingline Loan, by facsimile to the Swingline Lender, with copy to the Administrative Agent)), or by “pdf” electronic transmission or by facsimile of any prepayment hereunder (i) pursuant to which madein the case of prepayment of a LIBOR Borrowing, which not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Business Day of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be received irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of ITEC ABL Credit Agreement prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to shall advise the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each Lenders of the Banks); (ii) each contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate principal amount that would be permitted in the case of at least $5,000,000, PROVIDED that no partial an advance of a Borrowing of the same Type as provided in Section 2.02. Each 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 paragraph (c) shall be applied to Swingline Loans until paid in full, before application to Revolving Loans. Prepayments shall be accompanied by accrued interest to the Term A Loans, the Term B Loans and (unless waived extent required 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 then remaining principal amount of each such Scheduled Repayment)Section 2.13.

Voluntary Prepayments. The Borrower may at any time on at least ten (10) days' prior written notice to Agent (i) voluntarily prepay all or part of the Revolving Loan and/or permanently reduce but not terminate the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall have be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) the right Tranche A Revolving Loan Commitment shall not be reduced to prepay Loansan amount less than $100,000,000, in whole or in part, without premium or penalty and (except as required by Section 1.11), C) the Tranche B Revolving Loan shall not be reduced to an amount less than $20,000,000. Borrower may at any time and from time to time on the following terms and conditions: at least (i10) the Borrower shall give the Administrative Agent at the Payment Office days' prior written notice (to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or telephonic notice promptly confirmed termination of the Revolving Loan Commitment must be accompanied by the payment of the compensation required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in writing) accordance with Section 1.13(b). In the event GE Capital acts as the lead agent in providing a refinancing of its intent the Loans under this Agreement, GE Capital shall waive the payment of any compensation otherwise required to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of be paid to GE Capital under Section 1.9(c). Upon any such prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Tranche A Revolving Loan Commitment shall not require corresponding pro rata reduction in the Swing Line Commitment and/or the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied, provided that notwithstanding the foregoing in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which madea Default or an Event of Default, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative 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, 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 all prepayments shall be applied to the Term Tranche A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Revolving Loan.

Voluntary Prepayments. 1.1.49. The Borrower Borrowers shall have the right to prepay Loans, in whole or in partthe Term Loans of any Tranche, without premium or penalty (except other than as required by provided in Section 1.114.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Lead Borrower shall give the Administrative Agent at the Payment its Notice Office written notice (or telephonic notice promptly confirmed in writing) (“Notice of Prepayment”) of its intent to prepay all of the Term Loans, whether such or in the case of any partial prepayment, the Tranche of Term Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansto be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of Eurodollar LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and which notice (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii) each partial prepayment of any Borrowing Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000, PROVIDED 1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of Eurodollar LIBO Rate Term Loans made pursuant to a any Borrowing shall reduce the aggregate outstanding principal amount of the LIBO Rate Term Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 4.01 5.01(a) shall be applied as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the Term A Loanscontrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the Term B Loans and occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (unless waived by written notice to the holders thereofAdministrative Agent on or prior to the specified effective date) 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 then remaining principal amount of each if such Scheduled Repayment)condition is not satisfied.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(b) or Section 5.1(c), without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office (and, in the case of a Swingline Loan, the Swingline Lender) written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to and (ii) in the case of ABR Loans, one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 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 provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of 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; , the Borrower shall, promptly after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be applied to the Class or Classes of Term A Loans, Loans as the Borrower may specify. Each prepayment in respect of any Term B Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (unless waived by b) applied to reduce Tranche B-1 Term Loan Repayment Amounts, Tranche B-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 holders thereof) case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on Loan or Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, in whole or in part, without premium or penalty (except as required by Section 1.11), from time to Borrowers may at any time on at least three (3) Business Days' prior written notice by Borrower Representative to the following terms Agents voluntarily prepay, all or part of the Term Loans; provided that any such prepayments shall be in a minimum amount of $250,000 and conditionsintegral multiples of $250,000 in excess of such amount and shall be accompanied by payment of all fees required to be paid pursuant to Section 2.7(c); provided additionally that no such prepayment, other than in connection with the payment in full of all Obligations and termination of all Commitments, shall be made unless: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent shall have received an officer's certificate and accompanying financial information demonstrating after giving pro forma effect to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and that Borrowing Availability shall not be less than $15,000,000 for the thirty (in the case of Eurodollar Loans30) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to day period immediately preceding the date of the proposed payment (assuming such prepayment was made on the first day of such prior thirty (30) day period), and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); (ii) each partial prepayment no Default or Event of Default shall have occurred and be continuing at the time of such prepayment. In addition, Borrowers may at any Borrowing time after Borrowers have prepaid all of the Term Loans and on at least three (3) Business Days' prior written notice by Borrower Representative to the Agents terminate all of the Revolving Loan Commitment; provided that upon such termination, all Revolving Loans and other Obligations owing to the Revolving Lenders shall be immediately due and payable in an aggregate principal amount full and all Letter of at least $5,000,000Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 2.2; provided further that following a Major Asset Disposal, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall Borrowers may permanently reduce the aggregate Revolving Loan Commitment to an amount not less than $37,500,000 upon three (3) Business Days notice by Borrower Representative to Agents so long as the outstanding principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than aggregate Revolving Loan would not exceed the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect lesser of any Loans made pursuant to a Borrowing shall be applied PRO RATA among Base and the Maximum Amount at the time of such Loans; and (iv) each proposed reduction. Any such voluntary prepayment of Term Loans pursuant to this Section 4.01 shall or termination or partial permanent reduction of the Revolving Loan Commitments must be applied to the Term A Loans, the Term B Loans and (unless waived accompanied by the holders thereof) payment of the Term C Loans PRO RATA among same Fee required by Section 2.7(c), if any. Upon any such prepayment and termination of the Revolving Loan Commitment, each Borrower's right to request Revolving Credit Advances or request that Letter of Credit Obligations be incurred on its behalf shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)simultaneously be terminated.

Voluntary Prepayments. . ii) The Borrower shall have the right to prepay Term Loans, Deposit L/C Loans, Incremental Deposit L/C Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, subject to Sections 5.1(b) and 5.1(c), in whole or in part, without premium or penalty (except as required by Section 1.11), from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (and, in the case of Eurodollar LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than (i) in the case of Term Loans, Deposit L/C Loans, Incremental Deposit L/C Loans or Revolving Credit Loans, 1:00 P.M. p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans), or (ii) in the case of Swingline Loans, 1:00 p.m. (New York City time), the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); relevant Lenders or the Swingline Lender, as the case may be, (iib) each partial prepayment of any Borrowing of Term Loans, Deposit L/C Loans, Incremental Deposit L/C Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED 5,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans 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; (iii) each thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment tranche of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Initial Term Loan Repayment Amounts, Delayed Draw Term Loan Repayment Amounts and/or Incremental Term Loan Repayment Amounts, as the case may be, in each case in such order as the Borrower may determine. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(d) or (e), as applicable. At the Borrower’s election in connection with any pre payment pursuant to this Section 5.1, such prepayment shall not be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on any Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, any Loan in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office an irrevocable written notice (or telephonic notice promptly confirmed in writing) of its to Administrative Agent, which such notice shall state Borrower’s intent to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant Loans to which madesuch prepayment is to be applied, which notice shall be received given by the Borrower to Administrative Agent by 1:00 P.M. 12:00 Noon (New York City time) one at least three Business Day Days prior to the date of such prepayment (if a prepayment of Eurodollar Loans or one Business Day for any other Loans and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)applicable Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,0001,000,000; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.1 on the last day of an Interest Period applicable thereto, PROVIDED that no or on any other day subject to Section 3.4; and (iv) a partial prepayment of Eurodollar Loans shall not be made pursuant to a Borrowing shall reduce that would result in the remaining aggregate outstanding principal amount of the Loans outstanding pursuant to such Borrowing to an amount thereof being less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment minimum principal amount that would be required in respect of any a similar Eurodollar Loans. Voluntary prepayments of Term Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied first to the Term A Loans, with up to 50% of such prepayment applied pro rata to the Scheduled Term B Loans A Loan Principal Payments to be made within the twelve-month period following the date of such prepayment and (unless waived by the holders thereof) remaining portion of such prepayments shall be applied in inverse order of maturity. The notice provisions, the Term C Loans PRO RATA among same and shall reduce provisions with respect to the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal minimum amount of each any prepayment and the provisions requiring prepayments in integral multiples above such Scheduled Repayment)minimum amount are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office (and, in the case of a Swingline Loan, the Swingline Lender) written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans, one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 and in multiples of $1,000,000 in excess thereof, PROVIDED (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 Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of 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; , the Borrower shall, promptly after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term A Loans, Loans as the Term B Loans Borrower may specify (and pro rata to the Lenders within each Class) and (unless waived by 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 holders thereof) case may be, in each case, in such order and to such Classes as the Borrower may specify (and pro rata to the Lenders within each Class); provided that Extended Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility may be prepaid on a PRO RATA pro rata basis (based upon but not a greater than pro rata basis) with the then remaining principal amount of each such Scheduled Repayment)Existing Term Loan Class from which they were converted.

Voluntary Prepayments. The US Borrower and the UK Borrower shall have the right to prepay Term Loans, in whole or in partRevolving Credit Loans and Swingline Loans, without premium or penalty (except as required by set forth in the last sentence of this Section 1.115.1), in whole or in part from time to time on the following terms and conditions: (ia) the US Borrower (on its own behalf and on behalf of the UK Borrower) shall give the Administrative Agent at the Payment Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. US Borrower no later than (New York timei) in the case of Term Loans or Revolving Credit Loans, 10:00 a.m. (Local Time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 a.m. (Local Time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of the Dollar Equivalent of $100,000 and in an aggregate principal amount of the Dollar Equivalent of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of the Dollar Equivalent of $100,000 and in an aggregate principal amount of at least the Dollar Equivalent of $5,000,000100,000, PROVIDED provided that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Term Loans outstanding or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (c) any prepayment of Eurodollar Term Loans 52 or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the US Borrower or the UK Borrower, as the case may be, with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment tranche of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to Tranche A Term Loans, Tranche B-1 Term Loans or Tranche C Term Loans in such manner as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine and (b) applied to reduce Tranche A Repayment Amounts, Tranche B-1 Repayment Amounts or Tranche C Repayment Amounts in such order as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine. At the US Borrower's election (on its own behalf and on behalf of the UK Borrower) in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. All voluntary prepayments of Tranche C Term Loans effected on or prior to the Term A Loansfirst anniversary of the Restatement Effective Date (as defined in the Amendment and Restatement Agreement) with the proceeds of a substantially concurrent issuance or incurrence of term loans under this Agreement, as amended, amended and restated, supplemented, waived or otherwise modified from time to time (excluding a refinancing of all the Term B Loans and Credit Facilities in connection with another transaction not permitted by this Agreement (unless waived as determined prior to giving effect to any amendment or waiver of this Agreement being adopted in connection with such transaction)), shall be accompanied by a prepayment fee equal to 1.0% of 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 then remaining principal aggregate amount of each such Scheduled Repayment)prepayments if any of the interest rates payable in respect of such term loans is less than the corresponding interest rate that would have been payable in respect of the Tranche C Term Loans.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans and/or Revolving Loans and/or Swingline Loans, in whole or in part, without premium or penalty (except as required by Section 1.11)penalty, from time to time on the following terms and conditions: (i) the Borrower 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, whether such Loans are Term A Loans, Term B Loans, Term C Revolving Loans or Revolving Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. 11:00 a.m. (New York timex) one Business Day prior to the date of such prepayment in the case of Base Rate Loans, (y) three Business Days’ prior written notice in the case of Eurodollar Rate Loans and (z) 11:00 a.m. on the date of prepayment, in the case of Swingline Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000, PROVIDED 500,000 or a whole multiple of $100,000 in excess thereof; provided that no partial prepayment of Eurodollar Rate 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining applicable Term Loan Scheduled Repayments under each Term Facility on a PRO RATA pro rata basis (based upon the then remaining principal amount of each such Term Loan Scheduled Repayment). Any prepayment made pursuant to this Section shall be subject to Section 2.11.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment, whether such prepayment shall be applied to A Term Loans, B Term Loans or Revolving Credit Loans, and (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 Noon (New York time) (i) at least one Business Day prior to the date of such prepayment in the case of Term Loans and Revolving Credit Loans maintained as ABR Loans and (ii) at least three Business Days prior to the date of such prepayment in the case of Term Loans and which notice Revolving Loans maintained as Eurodollar Loans, and shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000, PROVIDED provided that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Term Loans outstanding or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any for Eurodollar Term Loans made pursuant to a Borrowing shall be applied PRO RATA among such or Eurodollar Revolving Credit Loans; and (ivc) each any prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 4.01 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 prepayment of Term Loans of a Facility pursuant to this Section 5.1 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Repayment Amounts of such Facility in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Facility on Loan or Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, other than as set forth in Sections 2.11, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i1) the Borrower shall give the Revolver Administrative Agent at the Payment Revolver Administrative Agent’s Office written notice (substantially in the form of Exhibit G or telephonic notice promptly confirmed in writingsuch other form as may be reasonably acceptable to the Revolver Administrative Agent) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 noon (New York City time) (i) in the case of Term SOFR Loans, two (2) Business Days prior to or (ii) in the case of ABR Loans one Business Day prior to 1:00 p.m. (New York City time) on the date of such prepayment (and which notice shall promptly be transmitted by the Revolver Administrative Agent to each of the Banks)Lenders; (ii2) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in an aggregate principal a minimum amount of at least $5,000,000, PROVIDED 1,000,000 and in multiples of $100,000 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 Eurodollar Term SOFR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Term SOFR Loans outstanding 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 SOFR Loans pursuant to this Section 5.1 on any day other than an Interest Payment Date, the Borrower shall, promptly after receipt of a written request by any applicable thereto; Lender (iii) each which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Revolver Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be applied to the Term A Class or Classes of Loans and to the Lender or Lenders as the Borrower may specify, in each case, in such order as the Borrower may specify, including to any Existing Revolving Credit Classes of Revolving Credit Loans prior to any application to other Classes of Revolving Credit Loans, the and to any Incremental Term B Loans prior to any application to Revolving Credit Loans, and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)vice versa.

Voluntary Prepayments. The Each Borrower shall have the right at any time and from time to time to prepay Loansany Borrowing, in whole or in part, without premium upon giving written or penalty telecopy notice (except as required or telephone notice promptly confirmed by Section 1.11), from time written or telecopy notice) to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice before 11:00 a.m., New York City time (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansor, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant prepayment of an Alternative Currency Borrowing in respect of which previous notices have been delivered to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York in London, then to the Administrative Agent in London before 10:00 a.m., London time) one ), three Business Day Days prior to prepayment; provided, however, that (i) each partial prepayment of a Revolving Credit Borrowing or Periodic Access Borrowing under this paragraph shall be in an amount which is an integral multiple of $5,000,000 (or the equivalent based upon Assigned Dollar Values) and not less than $10,000,000 (or the equivalent based upon Assigned Dollar Values), (ii) a partial prepayment of a LIBOR Borrowing under this paragraph 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 pursuant to Section 2.02(a) in respect of a LIBOR Borrowing made on the date of such prepayment (determined based upon Assigned Dollar Values in the case of Multi-Currency Revolving Credit Borrowings and which notice Periodic Access Borrowings), (iii) a prepayment of Term Borrowings under this paragraph shall promptly not be transmitted by permitted unless (A) at the Administrative Agent time of such prepayment, the Term Borrowings are prepaid, and the Periodic Access Loan Commitments are reduced pursuant to each Section 2.10(c), pro rata in accordance with the aggregate outstanding principal amounts of such Term Borrowings and the amount of the Banks); Total Periodic Access Commitment, respectively, and (iiB) each if such prepayment is a partial prepayment prepayment, the aggregate amount of any Borrowing such prepayments and reduction shall be in an aggregate principal amount which is an integral multiple of at least $5,000,000, 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 5,000,000 and not 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 Loans; $10,000,000 and (iv) each a prepayment of a Periodic Access Borrowing under this paragraph shall not be permitted except during a Periodic Access Availability Period and only if one or more Periodic Access Borrowings are made on the same date as such prepayment resulting in the Aggregate Periodic Access Loan Exposure being equal to the Total Periodic Access Commitment after giving effect to all Borrowings and prepayments, and all reductions of the Total Periodic Access Commitment, made on such date. Prepayments of Term Loans pursuant to this Section 4.01 shall Borrowings and Periodic Access Borrowings will be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon scheduled payments or commitment reductions in respect of such Credit Facilities in the then remaining principal amount order of each such Scheduled Repayment)maturity.

Voluntary Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans, Loans in whole or in part, part without premium or penalty (except as other than any prepayment premium 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 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 of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) be paid pursuant to which made, which Section 2.05(c)(ii)); provided that (A) such notice shall must be received by the Administrative Agent by 1:00 P.M. not later than 11:00 a.m. (New York time1) one three Business Day Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, subject to the last sentence of this subsection, the Borrower shall make such prepayment and which the payment amount specified in such notice shall promptly be transmitted due and payable on the date specified therein, or the Borrower shall compensate the Lenders to the extent required by the terms of Section 3.05. Each such optional prepayment shall be applied as among the Loans (and to the installments thereof, if any) at the direction of the Borrower (but applied ratably within each chosen Facility in accordance with respective Applicable Percentages of the Lenders of that Facility). A notice of a voluntary prepayment under this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or the consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to each 11:00 a.m. on the specified effective date) if such condition is not satisfied; provided that upon such revocation, the Borrower shall compensate the Lenders for any actions the Lenders have taken in reliance upon such notice of the Banks); (ii) each partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000, 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived extent required 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 then remaining principal amount terms of each such Scheduled Repayment)Section 3.05.

Voluntary Prepayments. The Borrower shall have may at any time and from time to time (i) on prior written notice to the right to prepay Administrative Agent no later than (x) in the case of any prepayment of Eurodollar Loans, three (3) Business Days prior to the applicable prepayment date, and (y) in the case of any prepayment of Alternate Base Rate Loans, 10:00 a.m. New York time on the applicable prepayment date, voluntarily prepay all or part of the Advances or Term Loans and subject to any amounts payable pursuant to Section 2.3(g) and, in the case of Eurodollar Loans prepaid prior to the last day of the relevant Interest Period, reimbursement of redeployment costs (other than loss of profits) in accordance with Section 2.10 and (ii) on at least three (3) days’ prior written notice to Administrative Agent, permanently reduce in part (but not terminate except in accordance with the provisions below of this clause (a)) the Revolving Loan Commitment; provided, however, that (A) any such prepayments or reductions shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount in the case of the Advances and Revolving Loan Commitments (or such lesser amount outstanding) and (B) any such prepayments or reductions shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount in the case of the Term Loans (or such lesser amount outstanding). In addition, the Borrower may at any time from time to time on at least three (3) days’ prior written notice to Administrative Agent, terminate the Revolving Loan Commitment in whole or in part; provided that upon such termination, without premium the portion of the principal amount of the Revolving Loan then outstanding in excess of the Revolving Loan Commitments (after giving effect to the Revolving Commitments so terminated) shall be immediately due and payable in full. Any such voluntary (or, per the immediately preceding sentence, required) prepayment of the Advances and/or the Term Loans and any such reduction or penalty (except as termination of the Revolving Loan Commitment must be accompanied by the payment of the fees required by Section 1.11Sections 2.3(g) and 2.6(b), from time to time if any, on the following terms Advances and/or the Term Loans prepaid, plus the payment of any LIBOR funding breakage costs in accordance with Section 2.10. Notwithstanding anything to the contrary contained herein and conditions: (i) for the Borrower avoidance of doubt, any voluntary prepayment or commitment reduction may be made contingent upon, or subject to, the occurrence of a refinancing of all or any part of the Obligations or commitments or other event or transaction. Upon any such reduction or termination of the Revolving Loan Commitment, Borrower’s right to request Advances shall give the Administrative Agent at the Payment Office written notice (simultaneously be permanently reduced or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, terminated by the amount of such prepayment and (in reduction or termination. Each Notice of Prepayment shall designate the case of Eurodollar Loans) the specific Borrowing(s) pursuant Loans or other Obligations to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly is to be transmitted by the Administrative Agent to each of the Banks)applied; (ii) each provided that any partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000, PROVIDED that no partial prepayment of Eurodollar the Term Loans made pursuant to a Borrowing shall reduce the aggregate principal amount by or on behalf of the Loans 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 Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 Borrower shall be applied to the remaining scheduled installments of the Term A Loans (including the final installment due on the Term Loan Maturity Date) as directed by the Borrower (pro rata among the Class of Term Loans selected to be prepaid based on the outstanding principal balances thereof) or absent such direction, in direct order of maturity. All reductions of the Revolving Loan Commitment shall be shared by the Revolving Lenders based on their Pro Rata Shares of the Revolving Loan Commitment. Except as otherwise designated by the Borrower, any prepayment of a Loan under this Section 2.3(a) shall be applied first to the portion of such Loan comprised of Alternate Base Rate Loans and then to the portion of such Loan comprised of Eurodollar Loans, in the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount direct order of each such Scheduled Repayment)Interest Period maturities.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loansthe Loans made to it, in whole or in part, without premium or penalty (except as required by Section 1.11)otherwise provided in this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the such Loans, whether such Loans are A Term A Loans, B Term B Loans, C Term C Loans, D Term Loans, Revolving Loans or Revolving Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower prior to 1:00 P.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall shall, except in the case of Swingline Loans, promptly be transmitted by the Administrative Agent to each of the Banks); (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,0001,000,000 (or $500,000 in the case of Swingline Loans); PROVIDED, 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) Eurodollar Loans may only be prepaid pursuant to this Section 4.01(a) on the last day of an Interest Period applicable thereto, unless the Borrower pays all amounts owing under Section 1.11 as a result of repaying such Eurodollar Loans on a day other than the last day of the Interest Period applicable thereto; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and PROVIDED, that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of all Revolving Loans then outstanding; (ivv) each prepayment of Term Loans pursuant to this Section 4.01 4.01(a) must consist of a prepayment of A Term Loans (in an amount equal to the A TL Percentage of such prepayment), B Term Loans (in an amount equal to the B TL Percentage of such prepayment), C Term Loans (in an amount equal to the C TL Percentage of such prepayment) and D Term Loans (in an amount equal to the D TL Percentage of such prepayment); (vi) each prepayment of A Term Loans pursuant to this Section 4.01(a) shall be applied (x) first, to reduce the Term next two Scheduled A Loans, Repayments to occur after the Term B Loans date of such prepayment in direct order of maturity and (unless waived by the holders thereofy) the Term C Loans PRO RATA among same and shall thereafter, to reduce the then remaining Scheduled A Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled A Repayment); (vii) each prepayment of B Term Loans pursuant to this Section 4.01(a) shall be applied (x) first, to reduce the next two Scheduled B Repayments to occur after the date of such prepayment in direct order of maturity and (y) thereafter, to reduce the then remaining Scheduled B Repayments on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled B Repayment); (viii) each prepayment of C Term Loans pursuant to this Section 4.01(a) shall be applied (x) first, to reduce the next two Scheduled C Repayments to occur after the date of such prepayment in direct order of maturity and (y) thereafter, to reduce the then remaining Scheduled C Repayments on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled C Repayment); and (ix) each prepayment of D Term Loans pursuant to this Section 4.01(a) shall be applied (x) first to reduce the next two Scheduled D Repayments to occur after the date of such prepayment in direct order of maturity and (y) thereafter, to reduce the then remaining Scheduled D Repayments on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled D Repayment).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, in whole or in partthe Term Loans of any Tranche, without premium or penalty (except other than as required by provided in Section 1.114.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, whether such or in the case of any partial prepayment, the Tranche of Term Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansto be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of Eurodollar Term SOFR Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower (x) prior to 12:00 Noon (New York City time) at least one (1) Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three (3) U.S. Government Securities Business Days prior to the date of such prepayment in the case of Term SOFR Term Loans (or, in the case of clauses (x) and which notice (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii) each partial prepayment of any Borrowing Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000, PROVIDED 1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of Eurodollar Term SOFR Term Loans made pursuant to a any Borrowing shall reduce the aggregate outstanding principal amount of the Term SOFR Term Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing is a Borrowing of Term SOFR Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 4.01 5.01(a) shall be applied as directed by the Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the Term A Loanscontrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the Term B Loans and (unless waived occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the holders thereofBorrower (by written notice to the Administrative Agent on or prior to the specified effective date) 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 then remaining principal amount of each if such Scheduled Repayment)condition is not satisfied.

Voluntary Prepayments. The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay Loans, Term Loan in whole or in part, part without premium or penalty (except as required by subject to Section 1.112.04 above), from time to time on the following terms and conditions: ; provided that (i) the Borrower shall give the Administrative Agent at the Payment Office written such notice (or telephonic notice promptly confirmed in 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 of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall must be received by the Administrative Agent by not later than 1:00 P.M. (New York time) one p.m. three Business Day Days prior to any date of prepayment of the Term Loan; (ii) any prepayment of the Term Loan shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment (and which the payment amount specified in such notice shall promptly be transmitted due and payable on the date specified therein. Any prepayment of the Term Loan shall be accompanied by all accrued interest on the amount prepaid and the applicable Early Termination Fee; provided that a prepayment of the Term Loan pursuant to this Section 2.05 from the 2020 Tax Refund Proceeds in an amount of up to $25,000,000 shall not be subject to the Early Termination Fee, so long as such prepayment from the 2020 Tax Refund Proceeds is received by the Administrative Agent to each on or before December 31, 2021 and is made within fifteen (15) Business Days of the Banks); (ii) each partial receipt by the Loan Parties of such 2020 Tax Refund Proceeds. Each such prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000, 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, Loan of the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower (a) Subject to Section 5.1(b), the Borrowers shall have the right to prepay Loans, Loans in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower Borrowers shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrowers no later than 10:00 a.m. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); Lenders, (iib) each partial prepayment of any Borrowing of Loans shall be in a multiple of $500,000 (or $1,000,000 in the case of Eurodollar Loans) and in an aggregate principal amount of at least $5,000,000, PROVIDED 1,000,000 (or $5,000,000 in the case of Eurodollar Loans); provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than $1,000,000 and (c) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the Minimum Borrowing Amount last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the Borrowers with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 (other than as otherwise set forth in Section 5.1(c)) shall be (a) applied to the Term A LoansClass or Classes of Loans as the Borrower may specify (but on a pro rata basis to the Lenders in such Class) and (b) applied to reduce Initial Loan Repayment Amounts, Incremental Loan Repayment Amounts, (subject to Section 3.1), Extended Loan Repayment Amounts and (subject to Section 3.2) Refinancing Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. Notwithstanding the foregoing, the Term B Borrower may not repay (x) Extended Loans and of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Loans of the Existing Class from which such Extended Loans were converted (or such Loans of the Existing Class have otherwise been repaid in full) or (y) Refinancing Loans of any Refinancing Series unless waived such prepayment is accompanied by a pro rata repayment of the holders thereof) the Term C Class of Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis that such Refinancing Loans refinanced (based upon the then remaining principal amount if such Class of each such Scheduled RepaymentLoans was not refinanced in full).

Voluntary Prepayments. The Borrower (a) Domestic Borrowers may, upon written or telephonic notice to Swing Line Lender (with a simultaneous copy to Administrative Agent) on or prior to 3:00 P.M. (New York City time) on the date of prepayment, which notice, if telephonic, shall have the right be promptly confirmed in writing, at any time and from time to time prepay Loans, any Swing Line Loan on any Business Day in whole or in partpart in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Domestic Borrowers may, without premium or penalty (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 upon not less than one Business Day’s prior written notice (or telephonic notice promptly confirmed notice, in writing) the case of its intent to prepay the Base Rate Loans, whether such Loans are Term A Loansand three Business Days’ prior written or telephonic notice, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Rate Loans) the specific Borrowing(s) pursuant , in each case given to which made, which notice shall be received by the Administrative Agent at its Domestic Funding and Payment Office by 1:00 2:00 P.M. (New York City time) one on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (who will promptly notify each Lender whose Loans are to be prepaid of such prepayment), at any time and from time to time prepay any of their respective Revolving Loans or, to the extent borrowed by the Domestic Borrowers, New Term Loans (if any) on any Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); (ii) each partial prepayment of any Borrowing shall be in whole or in part in an aggregate principal minimum amount of at least $5,000,0002,000,000 and multiples of $500,000 in excess of that amount; provided, PROVIDED however, that no partial if a Eurodollar Rate Loan is prepaid on a date other than the date that the Interest Period applicable thereto expires, the Domestic Borrowers shall compensate the Lenders in accordance with subsection 2.6D for any losses, expenses or liabilities incurred in connection with such prepayment. Notice of prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce having been given as aforesaid, the aggregate principal amount of the Loans outstanding pursuant to specified in such Borrowing to an amount less than notice shall become due and payable on the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing date specified therein. Any such voluntary prepayment shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repaymentas specified in subsection 2.4A(iv).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to or (ii) in the case of ABR Loans, one (1) Business Day prior to the date of such prepayment or (iii) in the case of Swingline Loans, on, the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in an aggregate principal a minimum amount of at least $5,000,000250,000 and in multiples of $100,000 in excess thereof, PROVIDED and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $250,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $50,000 and in multiples of $50,000 in excess thereof; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans; and (c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day prior to the last day of an Interest Period applicable thereto; , the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (1) applied to the Class or Classes of Loans as the Borrower may specify and (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility scheduled installments of principal in direct order of maturity on a PRO RATA pro rata basis (based upon with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then remaining principal amount outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Loan of each such Scheduled Repayment)a Defaulting Lender.

Voluntary Prepayments. (a) The applicable Borrower shall have Loans and, in such event, each such offer will be treated as a separate offer pursuant to the right at any time and from time to time to prepay Loansany Borrowing, in whole or in part, without premium or penalty (except as required by upon at the terms of this Section 1.112.12(c)(ii)), from time to time on the following terms and conditions: (i3) the Borrower Specified Discount Prepayment Amount shall give the Administrative Agent at the Payment Office be in an aggregate amount not less than $10,000,000 and whole increments of written notice (or telephonic notice promptly confirmed in writingfax notice) 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 of such prepayment and (in the case of Eurodollar Loans, or written or fax notice (or telephone notice $1,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed promptly confirmed by written or fax notice) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) at least one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted to by the Administrative Agent in its reasonable discretion) and (4) each such offer shall prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York remain outstanding through the Specified Discount Prepayment Response Date. The City time; provided, however, that each partial prepayment shall be in an amount that is an integral Auction Manager will promptly provide each Appropriate Lender with a copy of such multiple of $1,000,000 and not less than $5,000,000 (or in such lower minimum amounts or Specified Discount Prepayment Notice and a form of the BanksSpecified Discount multiples as agreed to by the Administrative Agent in its reasonable discretion); . All voluntary Specified Discount Prepayment Response prepayments, including all optional prepayments under this Section 2.12 shall be subject to Section completed and returned by each such Term Lender to the Auction Manager (or its 2.16, but otherwise without premium (except as set forth in Section 2.12(d)) or penalty. Any such delegate) by no later than 5:00 p.m., New York City time, on the third Business Day notice of prepayment pursuant to this Section 2.12(a) may state that it is conditioned upon the after the date of delivery of such notice to such Term Lenders (which date may be occurrence or non-occurrence of any event specified therein (including the effectiveness of other extended for a period not exceeding three (3) Business Days upon notice by the credit facilities), in which case such notice may be revoked by the applicable Borrower or the Borrower to, and with the co Specified Discount applicable Borrower may delay the date of prepayment identified therein to a later date reasonably Prepayment Response Date acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of (A) Each Term Lender receiving such offer shall notify the Auction such condition is delayed. Manager (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then (a) Voluntary prepayments of any Class of outstanding Loans shall be applied to such outstanding Term Loans at the Specified Discount and, if so (such accepting Term Classes of Loans as the Borrower may direct, or in the absence of direction, ratable among the Discount Prepayment Accepting Term Lender Classes, and thereafter to the remaining amortization payments under such Class, as the applicable at such offered discount. Borrower may direct, and in the absence of such direction, in direct order of maturity thereof. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Term Lender shall be irrevocable. Any Term Lender whose (b) Notwithstanding anything in any Loan Document to the contrary, so long as no Specified Discount Prepayment Response is not received by the Auction Manager Specified Event of Default has occurred and is continuing or would result from such prepayment, by the Specified Discount Prepayment Response Date shall be deemed to have the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be declined to accept the applicable Borrower Offer of Specified Discount automatically and permanently cancelled immediately upon such prepayment) on the following Prepayment. basis: (B) If there is at least one Discount Prepayment Accepting Term Lender, (i) The Borrower shall have the right to make a voluntary prepayment of the Borrower will make a prepayment of outstanding Term Loans pursuant to this Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount paragraph (ii) to each partial Discount Prepayment Accepting Term Lender on the Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Discounted Prepayment Effective Date in accordance with the respective S Discounted Term Loan Prepayment Section 2.12(c). 68 69 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17 Specified Discount Prepayment Response given pursuant to subsection (B) above; of the Discount Range Prepayment Offer to be submitted by a responding Term Lender provided that, if the aggregate principal amount of Term Loans accepted for to the Auction Manager (or its delegate) by no later than 5:00 p.m., New York City time, prepayment by all Discount Prepayment Accepting Term Lenders exceeds the on the third Business Day after the date of delivery of such notice to such Term Lenders Specified Discount Prepayment Amount, such prepayment shall be made pro rata (which date may be extended for a period not exceeding three (3) Business Days upon among the Discount Prepayment Accepting Term Lenders in accordance with the Discount respective principal amounts accepted to be prepaid by each such Discount Range Prepayment Response Date Discount Range Prepayment Accepting Term Lender and the Auction Manager (in consultation with Prepayment Offer shall be irrevocable and shall specify a discount to par within the the Borrower and subject to rounding requirements of the Auction Manager made Submitted Discount Specified Discount allow prepayment of any Borrowing or all of its then outstanding Term Loans of the applicable Proration Class or Classes and the maximum aggregate principal amount and Classes of such Term (3) Business Days following the Specified Discount Prepayment Response Date, Submitted Amount notify (1) prepaid at the Submitted Discount. Any Term Lender whose Discount Range the Discounted Prepayment Effective Date and the aggregate principal amount of Prepayment Offer is not received by the Auction Manager by the Discount Range the Discounted Term Loan Prepayment and the Classes to be prepaid, (2) each Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Lender of the Discounted Prepayment Effective Date, and the aggregate Term Loan Prepayment of any of its Term Loans at any discount to their par value within principal amount and the Classes of Term Loans to be prepaid at the Specified the Discount Range. Discount on such date and (3) each Discount Prepayment Accepting Term Lender of the Specified Discount Proration, if any, and confirmation of the principal (A) The Auction Manager shall review all Discount Range Prepayment amount, Class and Type of Term Loans of such Term Lender to be prepaid at the Offers received on or before the applicable Discount Range Prepayment Response Specified Discount on such date. Each determination by the Auction Manager of Date and shall determine (in consultation with the Borrower and subject to rounding the amounts stated in the foregoing notices to the Borrower and such Term Lenders requirements of the Auction Manager made in its sole reasonable discretion) the shall be conclusive and binding for all purposes absent manifest error. The payment Applicable Discount and Term Loans to be prepaid at such Applicable Discount in amount specified in such notice to the Borrower shall be due and payable by the accordance with this subsection (B). The Borrower agrees to accept on the Borrower on the Discounted Prepayment Effective Date in accordance with Discount Range Prepayment Response Date all Discount Range Prepayment Offers subsection (iv) below (subject to subsection (x) below). received by the Auction Manager within the Discount Range by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the (iii) (A) The Borrower may from time to time solicit Discount Range largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par notice in the form of a Discount Range Prepayment Notice; provided that (1) any such within the Discount Range (such Submitted Discount that is the smallest discount solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Term Applicable Discount Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an which yields a Discounted Term Loan Prepayment in an aggregate principal individual Class basis, (2) any such notice shall specify the maximum aggregate amount equal to the lower of (1) the Discount Range Prepayment Amount and (2) Discount Range Prepayment the sum of all Submitted Amounts. Each Term Lender that has submitted a Amount Discount Range Prepayment Offer to accept prepayment at a discount to par that is Discount Range larger than or equal to the Applicable Discount shall be deemed to have irrevocably amount of such Term Loans with respect to each relevant Class of Term Loans willing consented to prepayment of Term Loans equal to its Submitted Amount (subject to to be prepaid by the Borrower (it being understood that different Discount Ranges and/or any required proration pursuant to the following subsection (C)(3)) at the Discount Range Prepayment Amounts may be offered with respect to different Classes Participating Term Lender of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.12(c)(iii)), (3) the Discount Range Prepayment (B) If there is at least one Participating Term Lender, the Borrower will Amount shall be in an aggregate principal amount not less than $10,000,000 and whole prepay the respective outstanding Term Loans of at least each Participating Term Lender increments of $5,000,000, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce 1,000,000 in excess thereof (or in such lower minimum amounts or on the Discounted Prepayment Effective Date in the aggregate principal amount multiples as agreed to by the Administrative Agent in its reasonable discretion) and (4) each such solicitation by the Borrower shall remain outstanding through the Discount Offer at the Applicable Discount; provided that if the Submitted Amount by all Range Prepayment Response Date. The Auction Manager will promptly provide each Participating Term Lenders offered at a discount to par greater than the Applicable Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form Discount exceeds the Discount Range Prepayment Amount, prepayment of the Loans 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 Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment).70 71 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) in the case of Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or Chase, as the case may be; (iib) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, PROVIDED provide that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made 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 for Eurodollar Loans; and (ivc) each any prepayment of Term Eurodollar Loans pursuant to this Section 4.01 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. At the Borrower's election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on any Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay LoansLoans of any Class, in whole or in parteach case, without premium or penalty (except other than as required by set forth in Section 1.115.1(b)), in whole or in part from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar EurocurrencySOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) 12:00 Noon (New York City time) in the case of EurocurrencySOFR Loans, three Business Days prior to the date of such prepayment or (ii) 11:00 a.m. (New York City time) in the case of ABR Loans, one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii2) each partial prepayment of (i) any Borrowing of EurocurrencySOFR Loans shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 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 $500,000 in excess thereof, PROVIDED provided that no partial prepayment of Eurodollar EurocurrencySOFR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding EurocurrencySOFR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such EurocurrencySOFR Loans; and (3) in the case of any prepayment of EurocurrencySOFR 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 after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term A LoansLoans as the Borrower 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 Borrower may specify. Notwithstanding the foregoing, the Borrower may not repay Extended Term B Loans and of any Extension Series unless such prepayment is accompanied by at least a pro rata repayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were converted (unless waived by or such Term Loans of the holders thereof) the Existing 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 then remaining principal amount of each such Scheduled RepaymentLoan Class have otherwise been repaid in full).

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or Chase, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, PROVIDED that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Term Loans outstanding or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any for Eurodollar Term Loans made pursuant to a Borrowing shall be applied PRO RATA among such or Eurodollar Revolving Credit Loans; and (ivc) each any prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Repayment Amounts in such order as the Borrower may determine. At the Borrower's election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Facility on Loan or Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, other than as set forth in Section 4.1(b), without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower Representative shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed substantially in writing) the form of Exhibit M of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBORTerm Benchmark Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower Representative no later than 2:00 p.m. (New York timei) in the case of LIBORTerm Benchmark Loans, three (3) Business Days prior to or (ii) in the case of ABR Loans, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (iib) each partial prepayment of (i) any Borrowing of LIBORTerm Benchmark Loans shall be in an aggregate principal a minimum amount of at least $5,000,0001,000,000 and in multiples of $100,000 in excess thereof, PROVIDED and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided, that no partial prepayment of Eurodollar LIBORTerm Benchmark Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBORTerm Benchmark Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for 127 LEGAL_US_E # 168232906.7 such LIBORTerm Benchmark Loans; and (c) in the case of any prepayment of LIBORTerm Benchmark Loans pursuant to this Section 5.1 on any day prior to the last day of an Interest Period applicable thereto; , the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (1) applied to the Class or Classes of Loans as the Borrower Representative may specify and (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower Representative does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower Representative shall be deemed to have elected that such prepayment be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility scheduled installments of principal in direct order of maturity on a PRO RATA pro rata basis (based upon with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then remaining principal amount outstanding, if no Class was specified. At the Borrower Representative’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of each such Scheduled Repayment)a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received in the form attached hereto as Exhibit N and be given by the Administrative Agent by Borrower no later than 1:00 P.M. p.m. (New York City time) one (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Day Days prior to the date of such prepayment (and which notice shall promptly be transmitted by in the case of Eurodollar Loans) (or such later date as the Administrative Agent to may reasonably agree), and, in each case, the Administrative Agent shall promptly notify each of the Banks); relevant Lenders or the relevant Swingline Lender, as the case may be, (ii2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and(or such other amount as the Borrower and the Administrative Agreement shall agree) and in an aggregate principal amount of at least $5,000,000, PROVIDED 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; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (3) 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; (iiithereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) each and Type(s) of Loans to be prepaid. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment Class of Term Loans pursuant to this Section 4.01 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term A Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and Borrower shall be deemed to have elected that such proceeds be applied to reduce the then remaining Scheduled Repayments under each Term Facility Repayment Amounts in direct order of maturity and on a PRO RATA pro rata basis (based upon among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the then remaining principal amount provisions of each Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such Scheduled Repayment)prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, in whole or in part, without premium or penalty (except as required by Section 1.11)otherwise provided in this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are A Term A Loans, B Term B Loans, Term C Revolving Loans or Revolving Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 Borrower prior to 3:00 P.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Loans and (and y) on the date of such prepayment in the case of Swingline Loans, which notice shall shall, except in the case of Swingline Loans, promptly be transmitted by the Administrative Agent to each of the Banks); (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000500,000 (or $25,000 in the case of Swingline Loans) and in increments of $100,000 (or $10,000, in the case of Swingline Loans) in excess thereof, PROVIDED that 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans, PROVIDED that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Revolving Percentage of all Revolving Loans then outstanding; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied 4.01(a) must consist of a prepayment of A Term Loans (in an amount equal to the A TL Percentage of such prepayment) and B Term Loans (in an amount equal to the B TL Percentage of such prepayment); (v) each prepayment of A Loans, the Term B Loans and (unless waived by the holders thereofpursuant to this Section 4.01(a) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled A Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled A Repayment); and (vi) each prepayment of B Term Loans pursuant to this Section 4.01(a) shall reduce the then remaining Scheduled B Repayments on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled B Repayment).

Voluntary Prepayments. The Borrower shall have the right to prepay its Term Loans, Revolving Loans and Swingline Loans, as applicable, in each case, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 Noon (New 104 York City time) (i) in the case of LIBOR Loans denominated in Dollars or Euro, three Business Days prior to, (ii) in the case of LIBOR Loans denominated in an Alternative Currency, four Business Days prior to, (iii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iv) in the case of Swingline Loans, on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of (i) any Borrowing of LIBOR Loans denominated in Dollars or any Alternative Currency other than Euro shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, PROVIDED (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, (iii) any Loans denominated in Euro shall be in a minimum amount of €5,000,000 and in multiples of €1,000,000 in excess thereof and (iv) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) in the case of 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; , the Borrower shall, after receipt of a written request by any applicable Lender (iii) 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. Subject to Section 2.14(g), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify; provided that Extended Term Loans may be prepaid on a pro rata basis or less than pro rata basis (but not a greater than pro rata basis) with the Existing Term Loan Class from which they were converted. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to the any Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on Loan or Revolving Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and/or Revolving Loans and/or Swingline Loans, in whole or in part, without premium or penalty (except as required by Section 1.11)penalty, 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 writing) of its intent to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Revolving Loans or Revolving Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. 11:00 a.m. (New York timex) one Business Day prior to the date of such prepayment in the case of Base Rate Loans, (y) three Business Days’ prior written notice in the case of Eurodollar Rate Loans and (z) 11:00 a.m. on the date of prepayment, in the case of Swingline Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000, PROVIDED 500,000 or a whole multiple of $100,000 in excess thereof; provided that no partial prepayment of Eurodollar Rate 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Loans; and (iv) each prepayment of Term Loans of any Series pursuant to this Section 4.01 5.1 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining applicable Term Loan Scheduled Repayments under each Term Facility Repayment of such Series on a PRO RATA pro rata basis (based upon the then remaining principal amount of each such Term Loan Scheduled Repayment). Any prepayment made pursuant to this Section shall be subject to Section 2.11.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, Term Loans and Revolving Loans in whole or in partpart from time to time, without premium or penalty (except as required by Section 1.11)penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Agent's Office written notice (or telephonic notice promptly confirmed in 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 of such prepayment and (and, in the case of Reserve Adjusted Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. (New York time) Borrower at least one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); (ii) each partial prepayment of any Borrowing shall be in an DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 aggregate principal amount of at least $5,000,000, PROVIDED 500,000 and integral multiples of $100,000 in excess of that amount; provided that no partial prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or Portion thereof) shall reduce the aggregate principal amount of the outstanding Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount; and (iii) each prepayment in respect of any Reserve Adjusted Eurodollar Loans made pursuant to a Borrowing shall may only be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans prepaid pursuant to this Section 4.01 3.01 on the last day of an Interest Period applicable thereto. Voluntary prepayments of Term Loans shall be applied to the Term A Loans, prepayment of the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining outstanding principal amount of Term Loans pro rata between the A Term Loans and the B Term Loans. Voluntary prepayments of Loans under the A Term Loan Facility shall be applied to the prepayment of the outstanding principal amount of A Term Loans pro rata to all remaining Scheduled A Term Loans Principal Payments such that each Scheduled A Term Loans Principal Payment then remaining shall be reduced by an amount equal to the product of (A) such payment and (B) a fraction of which the numerator is equal to the amount of such Scheduled Repayment)A Term Loans Principal Payment then remaining and the denominator is equal to the amount of all Scheduled A Term Loans Principal Payments remaining. Voluntary prepayments of Loans under the B Term Loan Facility shall be applied to the prepayment of the outstanding principal amount of B Term Loans pro rata to all remaining Scheduled B Term Loans Principal Payments such that each Scheduled B Term Loans Principal Payment then remaining shall be reduced by an amount equal to the product of (A) such payment and (B) a fraction of which the numerator is equal to the amount of such Scheduled B Term Loans Principal Payment then remaining and the denominator is equal to the amount of all Scheduled B Term Loans Principal Payments remaining.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received in the form attached hereto as Exhibit N and be given by the Administrative Agent by Borrower no later than 1:00 P.M. p.m. (New York City time) one (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Day Days prior to the date of such prepayment (and which notice shall promptly be transmitted by in the case of Eurodollar Loans), and, in each case, the Administrative Agent to shall promptly notify each of the Banks); relevant Lenders or the relevant Swingline Lender, as the case may be, (ii2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED 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; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (3) 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; (iiithereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) each and Type(s) of Loans to be prepaid. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment Class of Term Loans pursuant to this Section 4.01 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term A Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and Borrower shall be deemed to have elected that such proceeds be applied to reduce the then remaining Scheduled Repayments under each Term Facility Repayment Amounts in direct order of maturity and on a PRO RATA pro rata basis (based upon among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the then remaining principal amount provisions of each Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such Scheduled Repayment)prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 AM. (New York time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or Chase, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, PROVIDED that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Term Loans outstanding or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (c) any prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment either or both trances of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to Tranche B Term Loans or Tranche C Term Loans in such manner as the Borrower may determine and (b) applied to reduce Tranche B Repayment Amount s or Tranche C Repayment Amounts in such order as the Borrower may determine. At the Borrower's election in connection with any prepayment pursuant t o this Section 5.1, such prepayment shall not be applied to the any Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on Loan or Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, in whole or in part, without premium or penalty (except as required by Section 1.11), from time to Borrowers may at any time on the following terms at least five (5) days' prior written notice by Borrower Representative to Administrative Agent and conditions: Revolver Agent (i) voluntarily prepay all or part of the Term Loan A and/or Term Loan B, and/or (ii) in addition to payments made pursuant to the provisions of ANNEX C, voluntarily prepay all or part of the Revolving Loan (Revolver A), Revolving Loan (Revolver B) and/or Acquisition Loan; PROVIDED that any such prepayments shall be in a minimum amount (A) of $500,000 and integral multiples of $250,000 in excess of such amount, or (B) to the extent that the then outstanding principal balance of the applicable Loan is less than $500,000, equal to the then outstanding principal balance of such Loan. In addition, Borrowers may at any time on at least ten (10) days' prior written notice by Borrower shall give the Representative to Administrative Agent at and Revolver Agent terminate (in whole, but not in part) the Payment Office written notice Revolving Loan Commitment (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving LoansRevolver A), the amount of Revolving Loan Commitment (Revolver B), the Term Loan A Commitment and/or the Acquisition Loan Commitment; provided that upon such prepayment and termination (other than in the case of Eurodollar Loansthe termination of only the Acquisition Loan Commitment), all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such termination must be accompanied by the payment of the fee required by SECTION 1.10(C), if any. Upon any such prepayment or termination of the Revolving Loan Commitment (Revolver A), Revolving Loan Commitment (Revolver B), Term Loan A Commitment or Acquisition Loan Commitment, Borrowers' right to request Revolving Credit Advances (Revolver A), Revolving Loan Advances (Revolver B), a Term Loan A Advance or Acquisition Loan Advances, or request that Letter of Credit Obligations be incurred on their behalf, or request Swing Line Advances (Revolver A) or Swing Line Advances (Revolver B), shall simultaneously be permanently terminated, as the specific Borrowing(s) pursuant case may be. Each notice of partial prepayment shall designate the Loans or other Obligations to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly is to be transmitted by the Administrative Agent to each of the Banks); (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000applied, PROVIDED that no any partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount prepayments of the Loans outstanding pursuant to such Borrowing to an amount less than Term Loan A, the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect Term Loan B or any Acquisition Loan made by or on behalf of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 Borrowers shall be applied to prepay the scheduled installments of the Term A LoansLoan A, Term Loan B or such Acquisition Loan, as the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount case may be, in inverse order of each such Scheduled Repayment)maturity.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, in whole or in partRevolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without premium or penalty (except as required by described in Section 1.115.1(b) below), in whole or in part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans, 1:00 P.M. p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Swingline Loans, 1:00 p.m. (New York City time) on the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)relevant Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED 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; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such 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; (iiithereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) each and Type(s) of Loans to be prepaid. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment Class of Term Loans pursuant to this Section 4.01 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term A Loans as directed by the Borrower (and within such Class shall be applied pro rata among the Loans of such Class). For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and Borrower shall be deemed to have elected that such proceeds be applied to reduce the then remaining Scheduled Repayments Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under each Term Facility on a PRO RATA basis (based upon this Section 5.1 shall also be subject to the then remaining principal amount provisions of each such Scheduled RepaymentSection 5.2(d) and Section 5.2(e).. 121

Voluntary Prepayments. (a) The Borrower shall have the right to prepay LoansLoans of any Class, in whole or in parteach case, without premium or penalty (except other than as required by set forth in Section 1.115.1(b)), in whole or in part from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) 12:00 Noon (New York City time) in the case of SOFR Loans, three Business Days prior to the date of such prepayment or (ii) 11:00 a.m. (New York City time) in the case of ABR Loans, one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii2) each partial prepayment of (i) any Borrowing of SOFR Loans shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 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 $500,000 in excess thereof, PROVIDED provided that no partial prepayment of Eurodollar SOFR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding SOFR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such SOFR Loans; and (3) in the case of any prepayment of 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 after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term A LoansLoans as the Borrower 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 Borrower may specify. Notwithstanding the foregoing, the Borrower may not repay Extended Term B Loans and of any Extension Series unless such prepayment is accompanied by at least a pro rata repayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were converted (unless waived by or such Term Loans of the holders thereof) the Existing 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 then remaining principal amount of each such Scheduled RepaymentLoan Class have otherwise been repaid in full).

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Loans, Revolving Credit Loans and Swingline Loans in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower Borrowers shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrowers no later than (i) in the case of Revolving Credit Loans, 10:00 a.m. (New York time) one Business Day (or in the case of a Eurodollar Loan, three Business Days) prior to to, or (ii) in the case of Swingline Loans, 10:00 a.m. (New York time) on, the date of such prepayment (and which notice and, in the case of a prepayment of Revolving Credit Loans or Swingline Loans shall promptly be transmitted by the Administrative Agent to each of the Banks); Lenders or the Swingline Lender, as the case may be, (iib) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made 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 Loans; $1,000,000 and (ivc) each any prepayment of Term Eurodollar Loans pursuant to this Section 4.01 5.1 on any day other than the last day of an Interest Period applicable thereto shall be applied subject to the Term A Loans, the Term B Loans and (unless waived compliance by the holders thereof) Borrowers with the Term C Loans PRO RATA among same applicable provisions of Section 2.11 and each prepayment of a Eurodollar Loan shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)be accompanied by accrued and unpaid interest thereon.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part 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 Payment its Notice Office at least one Business Day's prior written notice (or telephonic in the case of Eurodollar Loans and same day prior written notice promptly confirmed in writing) the case of its Base Rate Loans of the Borrower's intent to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving LoansLoans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent transmit to each of the Banks); (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least the Minimum Borrowing Amount and, if greater, in integral multiples of $5,000,000, PROVIDED 50,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a any Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount; (iii) if prepayments of Eurodollar Loans are made pursuant to this Section 5.01 on any day other than the last day of an Interest Period applicable thereto, then the Borrower shall pay to the Administrative Agent for the benefit of the Banks any compensation required to be paid pursuant to Section 2.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Loans; and (ivv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and 5.01 shall reduce the then remaining Scheduled Term Loan Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)pro rata basis.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans, 1:00 P.M. p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Swingline Loans, 1:00 p.m. (New York City time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)relevant Lenders or the relevant LPL – Conformed A&R Credit Agreement Swingline Lenders, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED 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; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such 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; (iiithereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) each and Type(s) of Loans to be prepaid. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment Class of Term Loans pursuant to this Section 4.01 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term A Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and Borrower shall be deemed to have elected that such proceeds be applied to reduce the then remaining Scheduled Repayments Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under each Term Facility on this Section 5.1 shall also be subject to the provisions of Section 5.2(d) and Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), 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 Payment 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 such Loans are Term A Loans, Term B Loans, Term C Revolving Loans or Swingline Loans shall be prepaid, (II) the amount of such prepayment, (III) in the case of Revolving Loans, the amount Types of such prepayment Revolving Loans to be prepaid, and (IV) in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to shall, except in the date case of such a prepayment (and which notice shall of Swingline Loans, promptly be transmitted by the Administrative Agent transmit to each of the Banks)Lenders; (ii) (x) each partial prepayment of any Borrowing Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $5,000,000500,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) 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 provided that no if any partial prepayment of Eurodollar Loans made pursuant to a any Borrowing shall reduce the aggregate outstanding principal amount of the Eurodollar Loans outstanding 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 Borrow- ing 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; and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Revolving Loans; and (iv) each , provided that at the Borrower's election in connection with any prepayment of Term Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on any Revolving Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have District will not make, and none of the right Trustee, MBIA or the Bank will accept or receive, any payment or benefit in cash, by setoff or otherwise, directly or indirectly, on account of principal, interest or any other amounts arising as a result of the voluntary prepayment by the District of any or all of the 1998 Certificates, the 2009A Certificates or any future Parity Obligations; provided, however, that the District may make (i) and the Trustee and MBIA may receive, a voluntary prepayment on account of principal, interest or other amounts arising under the 1998 Certificates or any other Parity Obligations with the prior written consent of the Bank, which consent may be granted in the Bank’s sole and absolute discretion, (ii) and the Trustee and the Bank may receive, a voluntary prepayment on account of principal, interest or other amounts arising under the 2009 Certificates or any other Parity Obligations with the prior written consent of MBIA, which consent may be granted in MBIA’s sole and absolute discretion and (iii) and the Trustee, MBIA, the Bank or the holder of any Parity Obligations, as applicable, may receive a voluntary prepayment on account of principal, interest or other amounts arising under the 1998 Certificates, the 2009 Certificates or any other Parity Obligations without the consent of MBIA or the Bank, if after giving effect to prepay Loansany such voluntary prepayment, the District has an Unrestricted and Undesignated Cash and Investments to Debt Ratio of not less than 0.20 to 1.00. Notwithstanding anything to the contrary contained in whole or this Section 7(a), the District may refund in their entirety, but not in part, without premium the 1998 Certificates, the 2009 Certificates or penalty (except as required by any other Parity Obligations at any time from proceeds of Parity Obligations or subordinate debt. Prior to the District making any voluntary prepayment pursuant to Section 1.117(a)(iii), from time to time on the following terms and conditions: (i) the Borrower District 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, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior deliver an officer’s certificate to the date of such prepayment (Trustee, MBIA and which notice shall promptly be transmitted by the Administrative Agent to each of Bank detailing pro forma compliance with the Banks); (ii) each partial prepayment of any Borrowing shall be Unrestricted and Undesignated Cash and Investments Ratio set forth in an aggregate principal amount of at least $5,000,000, 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment7(a).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans, 1:00 P.M. p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Swingline Loans, 1:00 p.m. (New York City time) on, the date of such prepayment (and which notice shall promptly be 120 LPL – A&R Credit Agreement transmitted by the Administrative Agent to each of the Banks)relevant Lenders or the relevant Swingline Lenders, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED 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; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such 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; (iiithereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) each and Type(s) of Loans to be prepaid. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment Class of Term Loans pursuant to this Section 4.01 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term A Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and Borrower shall be deemed to have elected that such proceeds be applied to reduce the then remaining Scheduled Repayments Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under each Term Facility on this Section 5.1 shall also be subject to the provisions of Section 5.2(d) and Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have may prepay the right to prepay Loans, in whole or in part, without premium or penalty (except other than as required by set forth in clause (iv) of this Section 1.115.01(a)), 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. CST at the Payment Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, which notice (in each case) shall specify the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent transmit to each of the Banks)Lenders; (ii) each partial prepayment of any Borrowing Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,0001,000,000 and whole multiples of $500,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent in any given case), PROVIDED provided that no if any partial prepayment of Eurodollar LIBOR Loans made pursuant to a any Borrowing shall reduce the aggregate outstanding principal amount of the LIBOR Loans outstanding 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 LIBOR 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 in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof5.01(a) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Term Loan Repayments under each of the respective Tranche of Term Facility on a PRO RATA basis Loans as directed by the Borrower; and (based upon iv) any Repricing Event or mandatory or voluntary prepayment of Term Loans made prior to the then remaining principal amount first anniversary date of each such Scheduled Repaymentthe Effective Date shall be accompanied by the payment of the premiums and fees described in Section 4.01(b).

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or Chase, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, PROVIDED provided that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Term Loans outstanding or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (c) any prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment either or both tranches of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to Tranche B Term Loans or Tranche C Term Loans in such manner as the Borrower may determine and (b) applied to reduce Tranche B Repayment Amounts or Tranche C Repayment Amounts in such order as the Borrower may determine. At the Borrower's election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Notwithstanding any of the Term A Loansforegoing provisions to the contrary, the Borrower may not prepay (x) Term Loans pursuant to this Section 5.1 prior to the Tranche B Revolving Credit Termination Date or (y) Tranche A Revolving Credit Loans and or Swingline Loans if, after giving effect to such prepayment, any Tranche B Revolving Credit Loans shall be outstanding except, in the case of this clause (unless waived by y), the holders thereof) Borrower may prepay Tranche A Revolving Credit Loans in an amount equal to the Term C Loans PRO RATA among same and shall reduce Stated Amount of a Letter of Credit that the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each Borrower has requested to be issued simultaneously with such Scheduled Repayment)prepayment pursuant to Section 3.1.

Voluntary Prepayments. The Subject to the payment application provisions of Section 3.3(b), the Borrower shall have the right to prepay Loans, the Loans incurred by it in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time 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 shall give the Administrative Agent at the Payment Agent’s Office written notice (or telephonic notice promptly confirmed in 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 of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which madeprepayment, which notice shall be received given by the Administrative Agent by 1:00 P.M. (New York time) one Borrower at least three Business Day Days prior to the date of such prepayment (prepayment, and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; and (ii) each partial prepayment of any Borrowing Loan shall be in an aggregate principal amount of at least $5,000,000100,000 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, PROVIDED that no partial respectively, to the prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate outstanding principal amount of Tranche A/B Term Loans pro rata to the remaining Scheduled Tranche A/B Term Loans outstanding pursuant to Principal Payments for the Loan, such Borrowing to that each remaining Scheduled Tranche A/B Term Loans Principal Payment shall be reduced by an amount less than equal to the Minimum Borrowing Amount applicable thereto; product of (iiiA) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; payment and (ivB) each prepayment a fraction, the numerator of Term Loans pursuant to this Section 4.01 shall be applied which is equal to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such remaining Scheduled Repayment)Tranche A/B Term Loans Principal Payments with respect to such Loan and the denominator is equal to the total amount of all Scheduled Tranche A/B Term Loans Principal Payments remaining with respect to such Loan.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Revolving Credit Loans and Swingline Loans, in each case, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower Parent Borrower, on behalf of the Borrowers, shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Parent Borrower, on behalf of the Borrowers, no later than 1:00 P.M. p.m. (New York City time) (i) in the case of Term SOFR Loans, one Business Day prior to, (ii) in the case of ABR Loans (other than Swingline Loans and Protective Advances), one Business Day prior to or (iii) in the case of Swingline Loans and Protective Advances, on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in an aggregate principal a minimum amount of at least $5,000,00010,000,000, PROVIDED (ii) any ABR Loans (other than Swingline Loans and Protective Advances) shall be in a minimum amount of $1,000,000 and (iii) Swingline Loans shall be in a minimum amount of $500,000; provided that no partial prepayment of Eurodollar Term SOFR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Term SOFR Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any for Term SOFR Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (ivc) each any prepayment of Term SOFR Loans pursuant to this Section 4.01 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Parent Borrower with the applicable provisions of Section 2.11. At the Parent Xxxxxxxx’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on any Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, in whole or in part, without premium or penalty (except as required by Section 1.11)otherwise provided in this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are A Term A Loans, B Term B Loans, C Term C Loans, Revolving Loans or Revolving Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 Borrower prior to 3:00 P.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Loans and (and y) on the date of such prepayment in the case of Swingline Loans, which notice shall shall, except in the case of Swingline Loans, promptly be transmitted by the Administrative Agent to each of the Banks); (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000500,000 (or $25,000 in the case of Swingline Loans) and in increments of $100,000 (or $10,000, PROVIDED in the case of Swingline Loans) in excess thereof, 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Loans, provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Revolving Percentage of all Revolving Loans then outstanding; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment).pursuant

Voluntary Prepayments. (a) The Borrower shall have the right to prepay LoansLoans of any Class, in whole or in parteach case, without premium or penalty (except other than as required by set forth in Section 1.115.1(b)), in whole or in part from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Eurocurrency Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) 12:00 Noon (New York City time) in the case of Eurocurrency Loans, three Business Days prior to the date of such prepayment or (ii) 11:00 a.m. (New York City time) in the case of ABR Loans, one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii2) each partial prepayment of (i) any Borrowing of Eurocurrency Loans shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 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 $500,000 in excess thereof, PROVIDED provided that no partial prepayment of Eurodollar Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurocurrency Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such Eurocurrency Loans; and (3) in the case of any prepayment of Eurocurrency 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 after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term A LoansLoans as the Borrower 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 Borrower may specify. Notwithstanding the foregoing, the Borrower may not repay Extended Term B Loans and of any Extension Series unless such prepayment is accompanied by at least a pro rata repayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were converted (unless waived by or such Term Loans of the holders thereof) the Existing 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 then remaining principal amount of each such Scheduled RepaymentLoan Class have otherwise been repaid in full).. 102

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Term C Loans, and Revolving Credit Loans, without premium or penalty (other than as provided in Section 4.1(b) and Section (A)(4) of the 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of LIBOR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part, without premium or penalty (except as required by Section 1.11), from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (and, in the case of Eurodollar LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than 1:00 P.M. p.m. (New York timex) one Business Day prior to (in the date case of such prepayment ABR Loans) or (and which notice shall promptly be transmitted by y) three Business Days prior to (in the Administrative Agent to each case of the BanksLIBOR Loans); , (iib) each partial prepayment of any Borrowing of Term Loans, Term C Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED ; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day prior to the last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment tranche of Term Loans and Term C Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Repayment Amounts in such order as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans or Term C Loans as between existing Classes of Term Loans or Term C Loans, as applicable, the Borrower shall be deemed to have elected that (i) in the case of Term Loans, such prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term A Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified and (ii) in the case of Term C Loans, the Term B Loans and (unless waived by the holders thereof) the such prepayments be applied on a pro rata basis among all Classes of Term C Loans PRO RATA among same and then outstanding. All prepayments under this Section 5.1 shall reduce also be subject to the then remaining Scheduled Repayments under each Term Facility on provisions of Section 5.2(d) or (e), as applicable. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower (a) Provided that no Event of Default shall have the right occurred and be continuing, Borrowers may, at any time, elect to prepay Loansthe Loan, in whole or in part, without premium or penalty (except as required by Section 1.11)on any Business Day, from time provided that, in either case, and with respect to time on the following terms and conditions: any prepayment (i) the Borrower shall give the Administrative Agent at the Payment Office Borrowers have given Lender written notice (or telephonic notice promptly confirmed in 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 of such prepayment not more than sixty (60) days and not less than thirty (in the case of Eurodollar Loans30) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day days prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); prepayment, (ii) each partial if such prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000occurs prior to the Prepayment Release Date, PROVIDED that no partial such prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to is accompanied by an amount less than equal to the Minimum Borrowing Amount applicable thereto; Spread Maintenance Premium, (iii) each in all cases, such prepayment in respect is accompanied by all interest accrued on the amount so prepaid up to and including the date of any Loans made pursuant prepayment, if any, provided, however, that if such prepayment occurs on a day other than a Monthly Payment Date, Borrowers shall also pay to a Borrowing shall be applied PRO RATA among such Loans; Lender interest at the Applicable Interest Rate on the amount so prepaid through, but not including, the next succeeding Monthly Payment Date, and (iv) each in all cases, such prepayment is accompanied by all other fees and sums due hereunder and under the other Loan Documents up to and including the date of Term Loans prepayment, if any, including, without limitation, the compensation (if any) required to be paid to Lender in connection with such prepayment pursuant to Section 2.2.7. Any voluntary partial prepayments made in accordance with this Section 4.01 2.4.8 (other than by reason of the application of Net Proceeds or the application of Required Release Prices in accordance with Section 4.1.37(i)) shall be in the minimum amount of $1,000,000.00 and in integral multiples of $1,000,000.00. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing for the benefit of Borrowers, and shall be applied to the Term A LoansDebt on the next Monthly Payment Date. Notwithstanding anything to the contrary set forth in this Agreement, no prepayment shall be permitted from and including the Term B Loans day following any Monthly Payment Date through and (unless waived by including 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 then remaining principal amount of each next Interest Determination Date succeeding such Scheduled Repayment)day.

Voluntary Prepayments. The Borrower shall have the right to --------------------- prepay the Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (x) at least one Business Day prior to the Payment Office date that a prepayment of Base Rate Loans or Swingline Loans is to be made prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether such Loans are Term A Loans, Term B Loans, Term C Revolving Loans or Revolving LoansSwingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be received by notice, except in the case of Swingline Loans, the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent transmit to each of the Banks); (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least (x) $5,000,0001,000,000 (or, PROVIDED if less, the full amount of such outstanding Loans) in the case of Term Loans, (y) $500,000 (or, if less, the full amount of such outstanding Loans) in the case of Revolving Loans or (z) $100,000 (or, if less, the full amount of Swingline Loans then outstanding) in the case of Swingline Loans; provided that no if any partial prepayment of Eurodollar Loans made pursuant to a any Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than (1) in the Minimum case of Term Loans, $5,000,000 and (2) in the case of Revolving Loans, $1,000,000, then such Borrowing Amount applicable theretomay not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 4.01 on any day other than the last day of an Interest Period applicable thereto shall be accompanied by the amounts required under Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall shall, except as set forth below, be applied PRO RATA pro rata among such Loans; and (ivv) in the event of certain --- ---- refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon five (5) Business Days' written notice to the Administrative Agent at its Notice Office (which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans for any Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment, and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (v) have been obtained; provided that at the Borrower's election (and with the -------- consent of the Administrative Agent, unless the Administrative Agent is the Defaulting Bank) in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall 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 the Term A Loansreduce, in order of maturity for Scheduled Repayments, the next succeeding four remaining Scheduled Repayments of such Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce thereafter, to the then remaining Scheduled Repayments under each of such Term Facility on a PRO RATA basis (Loans pro rata based upon the then remaining principal amount of each such --- ---- Scheduled Repayment).

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, principal amount of any Base Rate Loan may be prepaid in whole full or in partpart at any time, without premium or penalty (except as required by Section 1.11), from time upon delivery of a Notice of Prepayment to time on the following terms and conditions: (i) the Borrower shall give the applicable Administrative Agent at the Payment Office written notice not later than 11:00 a.m. (or telephonic notice promptly confirmed in writing) of its intent to prepay the LoansNew York, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one (1) Business Day Days prior to such prepayment. The principal amount of any Eurodollar Loan may be prepaid prior to the applicable Payment Date, upon delivery of a Notice of Prepayment to the applicable Administrative Agent not later than 11:00 a.m. (New York, New York time) three (3) Business Days prior to such prepayment. Each Notice of Prepayment of any Eurodollar Loan shall be irrevocable. Upon receipt of any Notice of Prepayment or notice of repayment, the applicable Administrative Agent shall promptly notify each applicable Lender of the contents thereof by telephone or telecopy and of such Lender’s portion of the repayment or prepayment. Prepayments of principal under this Section 2.5(a) shall be in minimum amounts of, with respect to Base Rate Loans, $1,000,000 and integral multiples of $100,000 in excess thereof, and, with respect to Eurodollar Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof, or, if less, the entire outstanding amount of such Loan; provided that prepayments of principal under this Section 2.5(a) (x) with respect to Revolving Eurodollar Loans denominated in Euros shall be in minimum amounts of €5,000,000 and integral multiples of €1,000,000 in excess thereof and (y) with respect to Revolving Eurodollar Loans denominated in Sterling shall be in minimum amounts of £5,000,000 and integral multiples of £1,000,000 in excess thereof. Upon the occurrence of a Repricing Event occurring on or prior to the date of such prepayment (and which notice that is six months from the Fifth AmendmentRestatement Agreement Effective Date, the Borrowers shall promptly be transmitted by pay to the Term Facility Administrative Agent to each for the benefit of the Banks); (ii) each partial prepayment affected Lenders an amount equal to 1.0% of any Borrowing shall be in an aggregate principal amount of at least $5,000,000, 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each so prepaid or refinanced. Any prepayment of Term Loans shall not affect the Borrowers’ obligation to continue to make payments under any swap agreement (as defined in 11 U.S.C. §101), including, without limitation, any such swap agreement that is a Lender Hedge Agreement, which shall remain in full force and effect notwithstanding such prepayment, subject to the terms of the applicable swap agreement. All prepayments of Loans pursuant to this Section 4.01 2.5(a) shall be applied to the remaining amortization payments under the Term A LoansLoan Facility as directed by the Borrower. Notwithstanding the foregoing, the Term B Borrowers shall not make any repayment or prepayment of the Revolving Loans unless and until the balance of the Swing Line Loans and (unless waived by the holders thereof) Agent Advances then outstanding is zero. Except as provided in Section 2.5(b), any repayment and prepayment of Loans outstanding under the Term C Loans PRO RATA among same and Revolving Loan Commitment shall not reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Revolving Loan Commitment.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans, 1:00 P.M. p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Swingline Loans, 1:00 p.m. (New York City time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)relevant Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED 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; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; NYDOCS02/996722.801/1378372.11 129 to evidence that each Credit Party is duly organized or formed, and that each of the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in (iiix) each prepayment in respect the case of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; the Borrower, the State of Massachusetts and (ivy) in the case of each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A LoansGuarantor, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount State of each such Scheduled Repayment)Delaware.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Credit Loans and Swingline Loans, in each case, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent and at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) in the case of a LIBOR Loans, 12:00 noon (New York City time) one three Business Day Days prior to or (ii) in the case of ABR Loans, 12:00 noon (New York City time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $250,000, PROVIDED provided that no partial prepayment of Eurodollar LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Revolving Credit Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any for LIBOR Revolving Credit Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (ivc) each any prepayment of Term LIBOR Revolving Credit Loans pursuant to this Section 4.01 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. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on any Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty (except as required by set forth in Section 1.11), from time to time 4.5(c) and Section 4.5(e) on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Revolving Loans or Revolving Swing Line Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be received given by the Borrower to the Administrative Agent by 1:00 P.M. 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment (and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the Banks)applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $5,000,000500,000; provided, PROVIDED that no any partial prepayment of Eurodollar Eurocurrency Loans made pursuant to a single Borrowing shall reduce that reduces the aggregate principal amount of the outstanding Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretothereto shall be subject to the ante-penultimate sentence of Section 4.5(a)(i); (iii) Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) except as may otherwise be set forth in any Refinancing Amendment, New Extension Offer or Incremental Amendment in accordance with the terms of Sections 2.13, 2,14 or 2.15, respectively, each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among the Loans comprising such LoansBorrowing; and provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (ivv) each voluntary prepayment of Term Loans pursuant shall be applied first to this Section 4.01 the Scheduled Term Repayments of the Term 115 Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Term Repayments under each Term Facility on a PRO RATA pro rata basis (based upon the then remaining principal amount of each such Scheduled RepaymentTerm Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent.

Voluntary Prepayments. The Reductions in Commitments. Borrower shall have the right to prepay Loans, in whole or in part, without premium or penalty (except as required by Section 1.11), from time to may at any time on the following terms and conditions: at least 5 days' prior written notice to Agent (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (voluntarily prepay all or telephonic notice promptly confirmed in 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 of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each part of the Banks); Term Loan or CapEx Loan, (ii) each partial prepayment of permanently reduce (but not terminate) the Revolving Loan Commitment and/or (iii) permanently reduce or terminate the CapEx Loan Commitment; provided that (A) any Borrowing such prepayments or reductions shall be in an aggregate principal a minimum amount of at least $5,000,000500,000 and integral multiples of $250,000 in excess of such amount, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing (B) the Revolving Loan Commitment shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing Amount applicable theretoamount of the Revolving Loan then outstanding, (C) the CapEx Loan Commitment shall not be reduced to an amount less than the amount of the CapEx Loan then outstanding and (D) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment; (iii) each provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full. Any voluntary prepayment in respect of the Term Loan or CapEx Loan and any reduction or termination of the Revolving Loan Commitment or the CapEx Loan Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be. Upon any such reduction or termination of the CapEx Loan Commitment, Borrower's right to request CapEx Advances shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of the Term Loan or CapEx Loan made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment by or on behalf of Term Loans pursuant to this Section 4.01 Borrower shall be applied to prepay the scheduled installments of Borrower's Term A LoansLoan or CapEx Loan, as the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount case may be, in inverse order of each such Scheduled Repayment)maturity.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or Chase, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0002,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $500,000, PROVIDED provided that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Term Loans outstanding or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount that is greater than zero but less than the Minimum Borrowing Amount applicable theretofor Eurodollar Term Loans or Eurodollar Revolving Credit Loans; (iiic) any prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; and (d) each prepayment in respect of any either or both tranches of Term Loans or in respect of Revolving Credit Loans, in each case made pursuant to a particular Borrowing shall be applied PRO RATA pro rata among the Lenders holding Loans comprising such Loans; and (iv) each prepayment Borrowing of Term Loans or Revolving Credit Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment).Section

Voluntary Prepayments. The Any Borrower shall have Party may, upon delivery of a Repayment Notice to the right Administrative Agent which may be conditioned upon the occurrence of a financing or other event, at any time or from time to time voluntarily prepay Loans, Loans in whole or in part, part without premium or penalty penalty; provided that: (except as required a) such Repayment Notice must be received by Section 1.11), from time to time on the following terms and conditionsAdministrative Agent not later than 11:00 a.m.: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) two U.S. Government Securities Business Days prior to any date 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 of such prepayment and (in the case of Eurodollar 70 RateTerm SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); (ii) each partial on the date of prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000, 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 theretoBase Rate Loans; and (iii) each five XXXXX Business Days prior to any date of prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Daily XXXXX Loans; and (iv) each four Business Days prior to the date of prepayment of Alternative Currency Term Rate Loans; and (b) any prepayment of Loans shall be in a Dollar Equivalent principal amount of $250,000 or a whole multiple of $250,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such Repayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such Repayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such Repayment Notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in such Repayment Notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by (to the extent timely invoiced to the relevant Borrower) any additional amounts required pursuant to this Section 4.01 4.05. Each such prepayment shall be applied to the Term A Loans, Obligations held by each Lender in accordance with its respective share of the Term B Type(s) of Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)to be repaid.

Voluntary Prepayments. The Borrower may at any time on at least ten (10) days' prior written notice to Agent (i) voluntarily prepay all or part of the Revolving Loan and/or permanently reduce but not terminate the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall have be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) the right Tranche A Revolving Loan Commitment shall not be reduced to prepay Loansan amount less than $100,000,000, in whole or in part, without premium or penalty and (except as required by Section 1.11), C) the Tranche B Revolving Loan shall not be reduced to an amount less than $20,000,000. Borrower may at any time and from time to time on the following terms and conditions: at least (i10) the Borrower shall give the Administrative Agent at the Payment Office days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of the compensation required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). In the event GE Capital acts as the lead agent in providing a refinancing of the Loans under this Agreement, (or telephonic notice promptly confirmed other than in writing) connection with a debtor-in-possession financing), GE Capital shall waive the payment of its intent any compensation otherwise required to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of be paid to GE Capital under Section 1.9(c). Upon any such prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Tranche A Revolving Loan Commitment shall not require corresponding pro rata reduction in the Swing Line Commitment and/or the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied, provided that notwithstanding the foregoing in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which madea Default or an Event of Default, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative 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, 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) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 all prepayments shall be applied to the Term Tranche A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Revolving Loan.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Loans, in whole or in part, without premium or penalty (except as required by Section 1.11), from time to time on the following terms and conditions: (i) the Borrower 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, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrowers prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment (with respect to Base Rate Loans and at least three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000, PROVIDED 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) each the Borrowers may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) to which made; provided that at the Borrowers’ election in connection with any prepayment in respect of Loans pursuant to this Section 3.01, such prepayment shall not be applied to any Loans made pursuant to of a Borrowing shall be applied PRO RATA among such LoansDefaulting Lender; and (iv) each at the time of any prepayment of Term Eurodollar Loans pursuant to this Section 4.01 shall be applied to 3.01 on any date other than the Term A Loanslast day of the Interest Period applicable thereto, the Term B Loans and (unless waived by Borrowers shall pay 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 then remaining principal amount of each such Scheduled Repayment)amounts required pursuant to Section 1.11.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, Revolving Credit Loans in whole or in part, without premium or penalty (except as required by Section 1.11)penalty, 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 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 of such prepayment and (and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. (New York time) Borrower at least one Business Day prior to the date of such prepayment (with respect to Base Rate Loans and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000500,000 (or the outstanding balance of such Loans, PROVIDED if less) and, if greater, in an integral multiple of $100,000; provided, however, 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) 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 in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among the Banks which made such Loans; and (iv) each provided, however, that at Borrower's election in connection with any prepayment of Term Loans pursuant to this Section 4.01 4.01, such prepayment shall not be applied to the Term A Loans, the Term B any Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Bank.

Voluntary Prepayments. The Borrower shall have the right to prepay U.S. Revolving Loans, U.S. Swingline Loans and Foreign Currency Loans may be prepaid in whole or in partpart from time to time, subject to Section 4.11, but otherwise without premium or penalty (except as required by Section 1.11)penalty; provided, from time to time on the following terms and conditions: however, that (i) Airgas or the applicable Foreign Borrower shall must give notice to the Administrative Agent at in the Payment Office form of a Notice of Loan Prepayment, (ii) Eurocurrency Loans may only be prepaid on three Business Days’ prior written notice (or telephonic notice promptly confirmed in 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 of such prepayment and (in the case form of Eurodollar Loansa Notice of Loan Prepayment) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (Agent, and which notice shall promptly specifying the applicable Loans to be transmitted by the Administrative 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, 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 theretoprepaid; (iii) each any prepayment in respect of any Eurocurrency Loans made pursuant or Quoted Rate U.S. Swingline Loans will be subject to a Borrowing shall be applied PRO RATA among such LoansSection 4.11; and (iv) each such partial prepayment of Term Loans pursuant shall be (A) in the case of U.S. Revolving Loans, in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, (B) in the case of U.S. Swingline Loans, in a minimum principal amount of $100,000 and integral multiples thereof, and (C) in the case of Foreign Currency Loans, in a minimum principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess thereof. The applicable Foreign Swingline Borrower may prepay Foreign Swingline Loans in accordance with terms agreed to by such Foreign Swingline Borrower and the applicable Foreign Swingline Lender, and any prepayment of a Foreign Swingline Loan shall be subject to Section 4.11. Subject to the foregoing terms, amounts prepaid under this Section 4.01 4.3(a) shall be applied as the applicable Borrower may elect. Subject to Section 4.16, each such prepayment of U.S. Revolving Loans and Foreign Currency Loans shall be applied to the Term A Loans, applicable Loans of the Term B Loans and (unless waived by the holders Lenders in accordance with their respective Applicable Percentages 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 then remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, prepayment,a Prepayment Notice specifying the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice Prepayment Notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (ii2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 and in multiples of $1,000,000 in excess thereof, PROVIDED (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of 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; , the Borrower shall, promptly after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Such notice may be given by telephone; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Prepayment Notice of prepayment. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce any Term A LoansLoan Repayment Amounts, 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 Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on Loan or Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, any Loan in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office an irrevocable written notice (or telephonic notice promptly confirmed in writing) of its to Administrative Agent, which such notice shall state Borrower’s intent to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant Loans to which madesuch prepayment is to be applied, which notice shall be received given by the Borrower to Administrative Agent by 1:00 P.M. 12:00 Noon (New York City time) one at least three Business Day Days prior to the date of such prepayment (if a prepayment of Eurodollar Loans or one Business Day for any other Loans and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)applicable Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,0001,000,000; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.1 on the last day of an Interest Period applicable thereto, PROVIDED that no or on any other day subject to Section 3.4; and (iv) a partial prepayment of Eurodollar Loans shall not be made pursuant to a Borrowing shall reduce that would result in the remaining aggregate outstanding principal amount of the Loans outstanding pursuant to such Borrowing to an amount thereof being less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment minimum principal amount that would be required in respect of any a similar Eurodollar Loans. Each voluntary prepayment of Term B Loans made pursuant to a Borrowing shall be applied PRO RATA among first to the Scheduled Term B Loan Principal Payments due within the twelve-month period following the date of such Loans; and (iv) each prepayment in direct order of Term Loans pursuant to this Section 4.01 maturity and, thereafter, shall be applied pro rata to the Scheduled Term A LoansB Principal Payments (after giving effect to the prepayments made to the Scheduled Term B Loan Principal Payments due within such twelve-month period as specified above). The notice provisions, the Term B Loans and (unless waived by provisions with respect to 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 then remaining principal minimum amount of each any prepayment and the provisions requiring prepayments in integral multiples above such Scheduled Repayment)minimum amount are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, without premium or penalty (other than as provided in Section 4.1(a) with respect to the Initial Term Loans or as otherwise provided with respect to Term Loans incurred after the Closing Date and amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of LIBOR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part, without premium or penalty (except as required by Section 1.11), from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (and, in the case of Eurodollar LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than 1:00 P.M. p.m. (New York timex) one Business Day prior to (in the date case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans) such prepayment (and which notice shall be promptly be transmitted by the Administrative Agent to each of the Banks); Lender, (iib) each partial prepayment of (i) any Borrowing LIBOR Loans shall be in an aggregate principal a minimum amount of at least $5,000,000, PROVIDED 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 Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day prior to the last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term Loans in such manner as the Borrower may determine, (b) applied to reduce Repayment Amounts in such order as the Borrower may determine and (c) applied to reduce the Type of Term Loans in the applicable Class as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the Repayment Amounts in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term A LoansLoans then outstanding, if no Class was specified. If the Borrower does not specify the Type of Term Loans in the applicable Class, the Administrative Agent may make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment).Defaulting Lender. 113

Voluntary Prepayments. The Borrower shall have the right to prepay its Term Loans, Revolving Credit Loans and Swingline Loans, as applicable, in each case, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans denominated in Dollars, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iii) in the case of Swingline Loans, on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of (1) any Borrowing of LIBOR Loans denominated in Dollars shall be in an aggregate principal a minimum amount of at least $5,000,0002,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, PROVIDED (2) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $500,000 in excess thereof, and (3) Swingline Loans shall be in the full amount of thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) in the case of 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; , the Borrower shall, after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(f), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Notwithstanding the Term A Loansforegoing, the Borrower may not repay Extended Term B Loans and of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were converted (unless waived by or such Term Loans of the holders thereof) the Existing 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 then remaining principal amount of each such Scheduled RepaymentLoan Class have otherwise been repaid in full).

Voluntary Prepayments. The Borrower shall have the right to prepay its Term Loans, Revolving Loans and Swingline Loans, as applicable, in each case, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans denominated in Dollars or Euro, three Business Days prior to, (ii) in the case of LIBOR Loans denominated in an Alternative Currency, four Business Days prior to, (iii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iv) in the case of Swingline Loans, on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of (i) any Borrowing of LIBOR Loans denominated in Dollars or any Alternative Currency other than Euro shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, PROVIDED (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, (iii) any Loans denominated in Euro shall be in a minimum amount of €5,000,000 and in multiples of €1,000,000 in excess thereof and (iv) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) in the case of 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; , the Borrower shall, after receipt of a written request by any applicable Lender (iii) 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. Subject to Section 2.14(g), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify; provided that Extended Term Loans may be prepaid on a pro rata basis or less than pro rata basis (but not a greater than pro rata basis) with the Existing Term Loan Class from which they were converted. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to the any Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on Loan or Revolving Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay its Term Loans, Revolving Credit Loans and Swingline Loans, in whole or in parteach case, without premium or penalty (except as required by set forth in clause (b) of this Section 1.115.1), in whole or in part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 noon (New York City time) (i) in the case of LIBOR Loans denominated in Dollars, three Business Days prior to, (ii) in the case of Loans denominated in an Alternative Currency, four Business Days prior to, (iii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iv) in the case of Swingline Loans, on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of (i) any Borrowing of LIBOR Loans denominated in Dollars shall be in an aggregate principal a minimum amount of at least $5,000,00010,000,000, PROVIDED (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000, (iii) any Loans denominated in Euro shall be in a minimum amount of €10,000,000, (iv) any Loans denominated in Sterling shall be in a minimum amount of £5,000,000 and (v) Swingline Loans shall be in a minimum amount of $500,000, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1(a) on any day other than the last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1(a) shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) as to any such Class of Term Loans, applied to reduce Repayment Amounts thereunder in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1(a), such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Notwithstanding the Term A Loansforegoing, (x) the Term B Borrower may not prepay Replacement Revolving Credit Loans that have been converted from Revolving Credit Loans pursuant to Section 2.14(b)(iii)(a) until the date on which all Revolving Credit Loans that were outstanding on the date of such conversion have been prepaid or repaid and (unless waived by the holders thereofy) the Borrower may not prepay any Extended Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on which were converted from an Existing Class unless either such prepayment is accompanied by a PRO RATA basis (based upon the then remaining principal amount pro rata prepayment of each such Scheduled Repayment).Existing Class or such Existing Class has been repaid in full:

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 a.m. (New York time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 a.m. (New York time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, PROVIDED provided that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Term Loans outstanding or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretofor Eurodollar Term Loans or Eurodollar Revolving Credit Loans; (iiic) each any prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment tranche of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to Term Loans in such manner as the Borrower may determine and (b) applied to reduce Repayment Amounts in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Notwithstanding the foregoing, any prepayment of Term A LoansLoans that results in the prepayment of all, but not less than all, of the outstanding Term B Loans and (unless waived by other than a refinancing in full of the holders thereofObligations hereunder) prior to the one year anniversary of the Closing Date with the proceeds of new term loans under this Agreement that have an applicable margin that is less than the Applicable Rate for Term C Loans PRO RATA among same and shall reduce as of the then remaining Scheduled Repayments under Closing Date may only be made if each Term Facility on Lender is paid a PRO RATA basis (based upon prepayment premium of 1% of the then remaining principal amount of each such Scheduled Repayment)Lender’s Term Loans. In addition, Section 13.7(b) may only be utilized with respect to a Non-Consenting Lender in respect of any amendment to this Agreement after the Closing Date and prior to the one year anniversary of the Closing Date that has the effect of reducing the Applicable Rate for Term Loans if such Non-Consenting Lender is paid a fee equal to 1% of the principal amount of such Lenders Term Loans being replaced and repaid.

Voluntary Prepayments. The Borrower shall have the right to prepay the Term A Loans, the Term B Loans, the Revolving Loans or the Acquisition Term Loans, in whole or in partpart from time to time, without premium or penalty (except as required by Section 1.11)penalty, from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Agent's Office written notice (or telephonic notice promptly confirmed in 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 of such prepayment and (whether such prepayment is in respect of the Revolving Loans, in the case of Reserve Adjusted Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Reserve Adjusted Eurodollar Loans were made, which notice shall be received given by the Administrative Agent by 1:00 P.M. (New York time) Borrower at least one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); (iib) each partial prepayment of any a Borrowing shall be in an aggregate principal amount of at least $5,000,000100,000 and in integral multiples of $100,000 in excess of that amount (or, PROVIDED if less, in an amount equal to the entire remaining principal balance of the Loan or the Borrowing so repaid); PROVIDED, HOWEVER, that no partial prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or portion thereof) shall reduce the aggregate principal amount of the outstanding Loans outstanding made 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 Loansother than $0); and (ivc) each prepayment of Term Reserve Adjusted Eurodollar Loans may only be prepaid pursuant to this Section 4.01 3.02 on the last day of an Interest Period applicable thereto. Voluntary prepayments of Loans other than specified prepayments of the Revolving Loans shall first be applied pro rata (i) first, if made (x) prior to the Acquisition Term Loan Commitment Termination Date to the outstanding principal amount of each of the Term A Loans and the Term B Loans to reduce all remaining Scheduled Term A Loan Principal Payments and all remaining Scheduled Term B Loan Principal Payments, in each case on a pro rata basis and in order of maturity, or (y) on or after the Acquisition Term Loan Commitment Termination Date, to the outstanding principal amount of each of the Term A Loans, the Term B Loans and the Acquisition Term Loan to reduce all remaining Scheduled Term A Loan Principal Payments, all remaining Scheduled Term B Loan Principal Payments and all remaining Scheduled Acquisition Term Loan Principal Payments, in each case on a pro rata basis and in order of maturity, (unless waived by ii) second, if made (x) prior to the holders thereof) the Acquisition Term C Loans PRO RATA among same and shall reduce Loan Commitment Termination Date, to the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining outstanding principal amount of each such Scheduled Repayment)the Acquisition Term Loans if any; PROVIDED that any amount so prepaid pursuant to this subclause (x) shall permanently reduce the Acquisition Term Loan Commitments and any amounts so prepaid shall not be available for reborrowing, and (y) if made on or after the Acquisition Term Loan Commitment Termination Date, to reduce the outstanding principal amount of the Revolving Loans and (iii) third, to reduce the outstanding principal amount of the Revolving Loans.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 1:00 P.M. p.m. (New York time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 1:00 p.m. (New York time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretofor Eurodollar Loans; (iiic) each 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 be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment tranche of Term Loans pursuant to this Section 4.01 5.1 shall be applied to Term Loans in such manner as the Term A LoansBorrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and such prepayment shall reduce the then remaining Scheduled Repayments under each Term Facility on not be applied to any Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Loansthe Loans of any Class, in whole or in part, without premium or penalty (except as required by Section 1.11provided in clause (iii) below), from time upon written notice given to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice not later than 11:00 a.m., Local Time, three (or telephonic notice promptly confirmed in writing3) Business Days prior to each intended prepayment of its intent to prepay the Loans, whether such LIBOR Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and one (in the case of Eurodollar Loans1) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date each intended prepayment of such prepayment Base Rate Loans (and other than Swingline Loans, which notice shall promptly may be transmitted by the Administrative Agent to each of the Banksprepaid on a same-day basis); , provided that (iii) each partial prepayment of any Borrowing LIBOR Loans shall be in an aggregate principal amount of at least not less than $5,000,0005,000,000 or, PROVIDED that if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000, respectively, in the case of Swingline Loans), (ii) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans outstanding pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) each unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in respect the case of any Loans made LIBOR Loans, the Interest Period of the Borrowing pursuant to a Borrowing which made), and shall be applied PRO RATA among irrevocable and shall bind the Borrower to make such Loans; prepayment on the terms specified therein. Revolving Loans and (iv) each prepayment of Term Swingline Loans prepaid pursuant to this Section 4.01 shall 2.7(a) may be applied reborrowed, subject to the Term A Loansterms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Term B Loans and (unless waived by Administrative Agent will give prompt notice thereof to the holders thereof) Lenders; provided that if such notice has also been furnished to the Term C Loans PRO RATA among same and Lenders, the Administrative Agent shall reduce have no obligation to notify the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Lenders with respect thereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received in the form attached hereto as Exhibit O and be given by the Administrative Agent by 1:00 P.M. Borrower no later than (x) 10:00 a.m. (New York City time) one Business Day prior to on the date of such prepayment (and which notice shall promptly be transmitted by in the case of ABR Loans) (y) 2:00 p.m. (New York City time) on the date of such prepayment (in the case of Swingline Loans) or (z) 1:00 p.m. (New York City time) three Business Days prior to (in the case of Eurodollar Loans), and, in each case, the Administrative Agent to shall promptly notify each of the Banks); relevant Lenders or the relevant Swingline Lender, as the case may be, (ii2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED 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; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (3) 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; (iiithereto shall be subject to compliance by the Borrower with the applicable provisions of Section ‎2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) each and Type(s) of Loans to be prepaid. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment Class of Term Loans pursuant to this Section 4.01 ‎5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term A Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section ‎5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section ‎5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and Borrower shall be deemed to have elected that such proceeds be applied to reduce the then remaining Scheduled Repayments Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under each Term Facility on this Section ‎5.1 shall also be subject to the provisions of Sections ‎5.2(d) and ‎5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section ‎5.1, such prepayment shall not be applied to any Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Loans, Loans in whole or in part, part from time to time without premium or penalty (except as required by Section 1.11)upon delivery of a Notice of Loan Prepayment; provided, from time to time on the following terms and conditions: however, that (i) the Borrower shall give Eurodollar Loans may only be prepaid on three (3) Business Days’ prior written notice to the Administrative Agent at specifying the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent applicable Loans to prepay the Loansbe prepaid, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative 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, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant will be accompanied by accrued interest thereon and subject 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 theretoSection 3.11; and (iii) each such partial prepayment of Loans shall be in respect a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof. Each such Notice of Loan Prepayment shall be irrevocable and shall specify the date and amount of prepayment and the Loans that are to be prepaid. The Administrative Agent will give prompt notice to the Lenders of any prepayment on the Loans made pursuant and each Lender’s interest therein. Subject to a Borrowing shall be applied PRO RATA among Section 3.18, each such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Loans of the Lenders in accordance with their respective Commitment Percentages. Subject to the foregoing terms, (A) voluntary prepayments on Revolving Loans shall be applied to outstanding Revolving Loans as the Borrowers may elect and (B) voluntary prepayments on any Term A Loan, if applicable, shall be applied to the remaining principal amortization installments in inverse order of maturity. Within the foregoing parameters for application, voluntary prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans. Voluntary prepayments on the Revolving Loans may be reborrowed in accordance with the provisions hereof. Such voluntary prepayments shall not reduce the Revolving Committed Amount. Amounts prepaid on the Term Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)if applicable, may not be reborrowed.

Voluntary Prepayments. The A Borrower shall have the right to prepay Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the such Borrower shall give the Administrative Agent and at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans or EURIBOR Loans) the specific Borrowing(s) pursuant to which madebe prepaid, which notice shall be received given by such Borrower no later than (i) in the Administrative Agent by 1:00 P.M. case of EURIBOR Loans, 10:00 a.m. two Business Days prior to, or (New York timeii) one in the case of LIBOR Loans denominated (x) in Dollars, 10:00 a.m. three Business Day Days, and (y) in an Alternative Currency, 10:00 a.m. five Business Days prior to to, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (iib)each partial prepayment of any LIBOR Loans or EURIBOR Loans shall be in an integral multiple of €1,000,000 (or its equivalent in an Alternative Currency) and in an aggregate principal amount of at least €5,000,000 (or its equivalent in an Alternative Currency) and each partial prepayment of any Borrowing ABR Loans shall be in an integral multiple of $100,000 and in an aggregate principal amount of at least $5,000,000500,000 or, PROVIDED in each case, if less, the entire principal amount thereof then outstanding, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans outstanding made pursuant to such Borrowing 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 Loans; Amount, and (ivc) each any prepayment of Term LIBOR Loans or EURIBOR Loans pursuant to this Section 4.01 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 Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of Lenders’ participation in each such Scheduled Repayment)Loan pro rata. At the relevant Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. The (i) Revolving Loans and Term Loan. Each Borrower shall have may, upon notice from such Borrower to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans, the Term Loan and/or the Incremental Term Loan in whole or in part, part without premium or penalty (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 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 of such prepayment and (otherwise specified in the case of Eurodollar LoansFee Letter; provided that (A) the specific Borrowing(s) pursuant to which made, which such notice shall must be received by the Administrative Agent by 1:00 P.M. not later than 11:00 a.m. (New York time1) one three (3) Business Day prior to the date of Days (or such prepayment (and which notice shall promptly shorter period as may be transmitted agreed by the Administrative Agent in its reasonable discretion) prior to each any date of prepayment of Eurocurrency RateSOFR Loans or CDOR Loans and (2) on the Banksdate of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate(i) SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), and (ii) CDOR Loans shall be in a principal amount of CAD$500,000 or a whole multiple of CAD$500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iiC) each partial any prepayment of any Borrowing Base Rate Loans shall be in an aggregate a principal amount of at least $5,000,000500,000 or a whole multiple of $100,000 in excess thereof (or, PROVIDED that no partial if less, the entire principal amount thereof then outstanding) and (D) any prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of Term Loan or the Loans outstanding pursuant to such Borrowing to an amount less than Incremental Term Loan, as directed by 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 Loans; and (iv) each prepayment of Term Loans Parent Borrower, pursuant to this Section 4.01 2.05(a) shall be applied ratably to the remaining principal amortization payments thereof, except for the final payment on the Maturity Date. Each such notice shall specify (x) the date, the currency, and the amount of such prepayment, (y) the Type(s) of Loans to be prepaid, and if Eurocurrency RateSOFR Loans or CDOR Loans are to be prepaid, the Interest Period(s) of such Loans and (z) whether the Loans to be prepaid are the Revolving Loans, the Term Loan and/or the Incremental Term Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency RateSOFR Loan or CDOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Term A LoansLoans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained herein but subject to Section 3.05, any notice of prepayment or repayment may be revocable (or conditional or extendable) in the Term B Loans and (unless waived by event of a prepayment in connection with a transaction in 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 then remaining principal amount of each event that such Scheduled Repayment)transaction does not close.

Voluntary Prepayments. The US Borrower and the UK Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the US Borrower (on its own behalf and on behalf of the UK Borrower) shall give the Administrative Agent at the Payment Administrative Agent's Office (or, in the case of a Swingline Loan, the Swingline Lender) written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which madesuch prepayment shall be applied, which notice shall be received given by the Administrative Agent by 1:00 P.M. US Borrower no later than (New York timei) in the case of Term Loans or Revolving Credit Loans, 10:00 a.m. (Local Time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 a.m. (Local Time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of the Dollar Equivalent of $100,000 and in an aggregate principal amount of the Dollar Equivalent of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of the Dollar Equivalent of $100,000 and in an aggregate principal amount of at least the Dollar Equivalent of $5,000,000100,000, PROVIDED provided that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Term Loans outstanding or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (c) any prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the US Borrower or the UK Borrower, as the case may be, with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment tranche of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche B Term Loans or Tranche C Term Loans in such manner as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine and (b) applied to reduce Tranche A-1 Repayment Amounts, Tranche X-0 Xxxxxxxxx Xxxxxxx, Xxxxxxx X Repayment Amounts or Tranche C Repayment Amounts in such order as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine. At the US Borrower's election (on its own behalf and on behalf of the UK Borrower) in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to the any Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on Loan or Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, Revolving Credit Loans and Swingline Loans in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: conditions (isuch prepayments to be applied to the Class or Classes as the Borrower may specify and applied within each Class in such order as the Borrower may specify): (a) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than (i) in the case of Revolving Credit Loans, 10:00 a.m. (New York time) one Business Day prior to to, or (ii) in the case of Swingline Loans or Protective Advances, 10:00 a.m. (New York time) on, the date of such prepayment (and which notice and, in the case of a prepayment of Revolving Credit Loans or Swingline Loans shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000 and each partial prepayment of Swingline Loans or Protective Advances shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, PROVIDED provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made 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 Loans$2,000,000; and (ivc) each any prepayment of Term Eurodollar Loans pursuant to this Section 4.01 5.1 on any day other than the last day of an Interest Period applicable thereto shall be applied subject to compliance by the Term A LoansBorrower with the applicable provisions of Section 2.11. Notwithstanding the foregoing, the Term B Borrower shall not be permitted to prepay any Revolving Credit Loans and (unless waived by the holders thereof) the Term C or Swingline 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 then remaining principal amount of each this Agreement, in whole or in part, if at such Scheduled Repayment)time, any Protective Advances are outstanding.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, in whole or in part, without premium or penalty (except as required by Section 1.11), from time to may at any time on the following terms and conditions: at --------------------- least five days' prior written notice to Lender (i) voluntarily prepay all or part of either of 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, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks); (ii) each partial prepayment voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any Borrowing such prepayments or reductions shall be in an aggregate principal a -------- minimum amount of at least $5,000,0001,000,000 and integral multiples of $500,000 in excess of such amount, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing (B) the Revolving Loan Commitment shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing Amount applicable thereto; greater of (iii1) each prepayment in respect $10,000,000 and (2) the L/C Sublimit, and (C) if all or any part of any such prepayment is applied to reduce the then outstanding principal amount of Term Loan B, then, after giving effect to such prepayment, Borrower shall have Net Borrowing Availability of not less than $2,000,000. Borrower may at any time on at least ten days' prior written notice to Lender terminate the Revolving Loan Commitment; provided, that upon such termination -------- all Loans made pursuant to a Borrowing and other Obligations shall be applied PRO RATA among immediately due and payable in full and Borrower shall make arrangements, in accordance with the terms and conditions of Annex B, for the satisfaction of any outstanding Letter of Credit Obligations. ------- Any such Loansvoluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by payment of the fee required by Section 1.9(c), if any, Lender's out-of-pocket expenses, and payment of any ------------- LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such --------------- prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, shall simultaneously be permanently reduced or terminated, as the case may be; and (iv) each provided, that a -------- permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided, that any partial prepayment of Term Loans pursuant to this Section 4.01 Loan -------- A made by Borrower shall be applied to prepay the scheduled installments of Term Loan A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount in inverse order of each such Scheduled Repayment)maturity.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i1) the Borrower Borrowers shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrowers no later than 12:00 Noon (New York City time) (i) in the case of SOFR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iii) in the case of Swingline Loans, on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders or the Swingline Lender, as the case may be; (ii2) each partial prepayment of (i) any Borrowing of SOFR Loans shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 and in multiples of $1,000,000 in excess thereof, PROVIDED (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of Eurodollar SOFR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding SOFR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such SOFR Loans and (3) in the case of any prepayment of SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto; , the Borrowers shall, promptly after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be applied to the Class or Classes of Term A Loans, Loans as the Borrowers may specify. Each prepayment in respect of any Term B 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 (unless waived by b) applied to reduce Tranche B-2 Term Loan Repayment Amounts, Tranche B-5 Term Loan Repayment Amounts, Tranche B-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the holders thereof) case may be, in each case, in such order and to such Classes as the Borrowers may specify. At the Borrowers’ election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on Loan or Revolving Credit Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Term C Loans, and Revolving Credit Loans, without premium or penalty (other than as provided in Section 4.1(b) and Section (A)(4) of the 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of LIBOR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part, without premium or penalty (except as required by Section 1.11), from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (and, in the case of Eurodollar LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than 1:00 P.M. p.m. (New York timex) one Business Day prior to (in the date case of such prepayment ABR Loans) or (and which notice shall promptly be transmitted by y) three Business Days prior to (in the Administrative Agent to each case of the BanksLIBOR Loans); , (iib) each partial prepayment of any Borrowing of Term Loans, Term C Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED ; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day prior to the last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment tranche of Term Loans and Term C Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Repayment Amounts in such order as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans or Term C Loans as between existing Classes of Term Loans or Term C Loans, as applicable, the Borrower shall be deemed to have elected that (i) in the Table of Contents case of Term Loans, such prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term A Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified and (ii) in the case of Term C Loans, the Term B Loans and (unless waived by the holders thereof) the such prepayments be applied on a pro rata basis among all Classes of Term C Loans PRO RATA among same and then outstanding. All prepayments under this Section 5.1 shall reduce also be subject to the then remaining Scheduled Repayments under each Term Facility on provisions of Section 5.2(d) or (e), as applicable. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time, subject to Section 3.05, voluntarily prepay Loans, Term Loans in whole or in part, part without premium or penalty (except as required by Section 1.11), from time to time on the following terms and conditions: penalty; provided that (i) the Borrower shall give the Administrative Agent at the Payment Office written such notice (or telephonic notice promptly confirmed in 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 of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall must be received by the Administrative Agent by 1:00 P.M. not later than 11:00 a.m. (New York timeA) one three Business Day Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Any voluntary prepayment of the Credit Facilities shall be applied first, to prepay the Term Loan (ratably to the remaining Principal Amortization Payments thereof) and, second, after the Term Loan has been paid in full, deposited in the Credit-Linked Deposit Account to Cash Collateralize outstanding Credit-Linked LC Obligations by a corresponding amount (with the portion of the Credit-Linked Deposit corresponding to the amount of such cash collateral to be released and repaid to the Credit-Linked Lenders); and, provided further, that during the period from the Closing Date to but excluding the first anniversary of the Closing Date, (i) any voluntary prepayment of the Term Loans of any Lender (A) using proceeds of Indebtedness incurred hereunder in connection with a refinancing of the Term Loan with a new tranche or tranches of term loans hereunder for which the interest rate payable thereon is lower than the sum of the Eurodollar Rate on the date of such voluntary prepayment plus the Applicable Rate with respect to the Term Loans being prepaid or (and B) using proceeds of Indebtedness incurred by any Consolidated Party from a substantially concurrent issuance or incurrence of syndicated term loans provided by one or more banks or other financial institutions for which notice shall promptly be transmitted by the Administrative Agent to each interest rate payable thereon is lower than the sum of the BanksEurodollar Rate on the date of such voluntary prepayment plus the Applicable Rate with respect to the Term Loans, shall in each case be accompanied by payment of a 1% prepayment premium on the principal amount of such Lender’s Term Loan prepaid (unless such prepayment premium is waived by such Lender); , and (ii) each partial prepayment any voluntary repayment of the Credit-Linked Deposit of such Lender (A) with the proceeds of a new credit-linked deposit hereunder for which the aggregate interest rate payable thereon (including any applicable facility fee) is lower than the sum of the Benchmark Rate on the date of such voluntary repayment plus the Applicable Credit-Linked Rate, or (B) using proceeds of a new credit-linked deposit, letter of credit facility or other credit support facility provided for the benefit of any Borrowing Consolidated Party as credit support for the Secured Crack Spread Hedge Agreements for which the aggregate interest rate payable thereon (including any applicable facility fee) is lower than the sum of the Benchmark Rate on the date of such voluntary repayment plus the Applicable Credit-Linked Rate, shall in each case be in an aggregate accompanied by payment of a 1% prepayment premium on the principal amount of at least $5,000,000, PROVIDED that no partial such Lender’s Credit-Linked Deposit repaid (unless such prepayment of Eurodollar Loans made pursuant to a Borrowing premium is waived by such Lender). Each such notice shall reduce specify the aggregate principal date and amount of such prepayment and the Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iiiType(s) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 4.01 3.05. Each such prepayment shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) Credit-Linked L/C Obligations of 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 then remaining principal amount of each such Scheduled Repayment)Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. (a) The Borrower Transferor, in its discretion, shall have the right to prepay Loansmake a prepayment, in whole or in part, without premium or penalty (except as required by Section 1.11)of the outstanding Capital of each Class Investor, from time which prepayment shall be applied in reduction of the Aggregate Capital after notice 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 writing) of its intent to prepay the Loansand each Class Agent, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. not later than 3:00 p.m. (New York City time) one on the Business Day prior to the proposed date of such prepayment voluntary prepayment; provided , that the Transferor may make a same-day voluntary payment on up to four (and 4) Business Days during any one week (any such same-day voluntary payment not to exceed $70,000,000), in which case, the Transferor shall provide notice shall promptly be transmitted by thereof not later than 10:00 a.m. (New York City time) on the Business Day of such voluntary payment to the Administrative Agent and each Class Agent. Any such prepayment will reduce the Capital of each Class on a pro rata basis based on the outstanding Capital of each such Class. All accrued Interest and Fees relating to the Capital prepaid pursuant to this Section 2.04(a ) shall be due and payable on the following Settlement Date in accordance with Section 2.05(b ). (b) The Transferor may, upon not less than thirty (30) days' prior written notice to the Administrative Agent and each Class Agent, terminate in whole or permanently reduce in part the Facility Limit and the Commitments in an amount up to the amount by which the Facility Limit exceeds the Aggregate Capital; provided , that (i) any partial reduction of the Banks); (ii) each partial prepayment of any Borrowing Commitments shall be in an aggregate principal minimum amount of at least $5,000,00020,000,000 and integral multiples of $10,000,000 in excess of that amount, PROVIDED that and (ii) no Termination Event or Potential Termination Event shall have occurred and be continuing or would result from any such termination or reduction. Any partial prepayment reduction of Eurodollar Loans made pursuant to a Borrowing shall the Facility Amount and the Commitments will reduce the aggregate principal amount Commitments of each Class on a pro rata basis based on the outstanding Commitments of each such Class. All Fees relating to the portion of the Loans 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 Commitment so reduced shall be applied PRO RATA among such Loans; due and (iv) each prepayment payable on the following Settlement Date in accordance with Section 2.05(b ). In connection with any termination of Term Loans the Facility Limit and the Commitments in whole pursuant to this Section 4.01 shall be applied to the Term A Loans2.04(b ), the Term B Loans and Transferor may designate any date occurring on or after such termination in whole (unless waived by subject to payment of all outstanding Obligations hereunder) as 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 then remaining principal amount of each such Scheduled Repayment).Termination Date. SECTION 2.05

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Loans, in whole or in part, without premium or penalty (except as required by other than reimbursement of Lenders’ costs in accordance with Section 1.112.11), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower Company shall give the Administrative Agent prior to 12:00 P.M. (noon) (New York City time) at the Payment Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers’ intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowers’ intent to prepay LIBOR Loans, which notice (in each case) shall specify whether such Loans are Term A Loans, Term B Loans, Term C Revolving Loans or Revolving LoansSwingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to shall, except in the date case of such a prepayment (and which notice shall of Swingline Loans, promptly be transmitted by the Administrative Agent transmit to each of the Banks)Lenders; (ii) (A) each partial prepayment of any Borrowing Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000, PROVIDED that no 250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) each partial prepayment of Eurodollar Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided, that if any partial prepayment of LIBOR Loans made pursuant to a any Borrowing shall reduce the aggregate outstanding principal amount of the LIBOR Loans outstanding 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 LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Company shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Revolving Loans; and (iv) each provided, that at the Company’s election in connection with any prepayment of Term Revolving Loans pursuant to this Section 4.01 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on any Revolving Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay Loans, Committed Loans in whole or in part, part without premium or penalty (except as required by but subject to Section 1.112.04(c) and Section 3.05(a), from time to time on the following terms and conditions: ); provided that (i) the Borrower shall give the Administrative Agent at the Payment Office written such notice (or telephonic notice promptly confirmed in 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 of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall must be received by the Administrative Agent by 1:00 P.M. not later than 12:00 p.m. (New York timeA) one three Business Day Days prior to any date of prepayment of EurodollarSOFR Rate Committed Loans and (B) on the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Base Rate Committed Loans; (ii) each partial any prepayment of any Borrowing EurodollarSOFR Rate Committed Loans shall be in an aggregate a principal amount of at least $5,000,000, PROVIDED that no partial 1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Eurodollar Base Rate Committed Loans made pursuant to shall be in a Borrowing shall reduce the aggregate principal amount of $500,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans outstanding to be prepaid and, if EurodollarSOFR Rate Committed Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that any such notice may be contingent upon the consummation of a refinancing, acquisition, merger or disposition transaction and if such refinancing, acquisition, merger or disposition is not consummated on the date of repayment specified in such notice, such notice may be rescinded, or the date of repayment specified therein may be extended, upon further notice from the Borrower to the Administrative Agent. Any prepayment of a EurodollarSOFR Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each 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 Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, Committed Loans of the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Loans, in whole or in partRevolving Loans incurred by it, without premium or penalty (except as required by for amounts payable to Section 1.11), in whole or in part, from time to time on the following terms and conditions: (i) the 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, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, 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 by 1:00 P.M. (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 Banks)Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,0001,000,000, PROVIDED provided that no partial prepayment of Eurodollar any 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 Minimum Borrowing Amount applicable thereto$1,000,000; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Revolving Loans; (iv) prepayments of Eurodollar Loans made pursuant to this Section 4.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment any payments required to be made pursuant to Section 1.11 as a result of such prepayment are made; and (ivv) each prepayment of Term Revolving Loans pursuant to this Section 4.01 shall be applied to the Term A pro rata among such Revolving Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. The Borrower shall have the right to prepay its Term Loans, in whole or in part, without premium or penalty (except as required by Section 1.11provided below), in whole or in part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office for payment in the currency in which such Loan is denominated written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 12:00 noon (New York City time) (i) in the case of LIBOR Loans denominated in Dollars, three Business Days prior to, (ii) in the case of LIBOR Loans denominated in Euro, four Business Days prior to or (iii) in the case of ABR Loans, one Business Day prior to to, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (iib) each partial prepayment of (i) any Borrowing of LIBOR Loans denominated in Dollars shall be in an aggregate principal a minimum amount of at least $5,000,0005,000,000 and in multiples of $1,000,000 in excess thereof, PROVIDED (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $1,000,000 in excess thereof and (iii) any Loans denominated in Euro shall be in a minimum amount of €1,000,000 and in multiples of €1,000,000 in excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (c) any prepayment of LIBOR Loans pursuant to this Section 4.1 on any day other than the last day of an Interest Period applicable thereto; (iii) each thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 4.1 shall be (a) applied to the Class or Classes of Term A LoansLoans as the Borrower may specify and (b) applied to reduce Euro Tranche Term Loan Repayment Amounts, Term B Loan Repayment Amounts and/or any New Term Loan Repayment Amounts, as the case may be, in such order as the Borrower may specify. In the event that, at any time on or prior to the date that is six months after the Fourth Restatement Effective Date, the Borrower makes any mandatory (other than pursuant to Section 2.5(b) and 4.2(a)(ii)) or voluntary prepayment of Additional Term B Loans and or Euro Tranche Term Loans with the proceeds of any term loan Indebtedness under any credit facility (unless waived by including, without limitation, any new or additional term loans under this Agreement) which term indebtedness has a lower Yield than the holders thereof) Yield of the Additional Term C B Loans PRO RATA among same and shall reduce or Euro Tranche Term Loans, as applicable, then, the then remaining Scheduled Repayments under Borrower agrees to pay to the Administrative Agent for the account of each Lender with Additional Term Facility on B Loans or Euro Tranche Term Loans being prepaid a PRO RATA basis (based upon fee in an amount equal to 1.00% of the then remaining principal amount of each such Scheduled Repayment)Lender’s Additional Term B Loans or Euro Tranche Term Loans that are being prepaid as a result of such prepayment.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Revolving Loans and/or Swingline Loans, in whole or in part, without premium or penalty (except as required by Section 1.11)penalty, 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 writing) of its intent to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Revolving Loans or Revolving Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Adjusted Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. 11:00 a.m. (New York timex) one Business Day prior to the date of such prepayment in the case of Base Rate Loans or Index Rate Loans, (y) three Business Days’ prior written notice in the case of Adjusted Term SOFR Loans and (z) 11:00 a.m. on the date of prepayment, in the case of Swingline Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000, PROVIDED 500,000 or a whole multiple of $100,000 in excess thereof; provided that no partial prepayment of Eurodollar Adjusted Term SOFR 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; and (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Loans; and (iv) each prepayment of . Voluntary prepayments with respect to any Incremental Term Loans shall be subject to the terms and conditions applicable to such Incremental Term Loans as set forth in the applicable Incremental Facility Amendment. Any prepayment made pursuant to this Section 4.01 shall be applied subject to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Section 2.11.

Voluntary Prepayments. The (a) Borrower shall have the right to prepay Loans, the Loans in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Swing Line Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be received given by the Administrative Borrower to Agent by 1:00 P.M. 12:00 noon (New York City time) one at least three Business Day prior to on the date of such prepayment (and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the Banks)applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000, PROVIDED 1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.2 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among the Loans comprising such Loans; and (iv) each Borrowing provided, that such prepayment of Term Loans pursuant to this Section 4.01 shall not be applied to any Revolving Loans of a Default Lender at any time when the Term A Loansaggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage of all Revolving Loans then outstanding. The notice provisions, the Term B Loans and (unless waived by provisions with respect to 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 then remaining principal minimum amount of each any prepayment, and the provisions requiring prepayments in integral multiples above such Scheduled Repayment)minimum amount of this Section 4.2 are for the benefit of Agent and may be waived unilaterally by Agent.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received in the form attached hereto as Exhibit N and be given by the Administrative Agent by Borrower no later than 1:00 P.M. p.m. (New York City time) one (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Day Days prior to the date of such prepayment (and which notice shall promptly be transmitted by in the case of Eurodollar Loans) (or such later date as the Administrative Agent to may reasonably agree), and, in each case, the Administrative Agent shall promptly notify each of the Banks); relevant Lenders or the relevant Swingline Lender, as the case may be, (ii2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 (or such other amount as the Borrower and the Administrative Agreement shall agree) and in an aggregate principal amount of at least $5,000,000, PROVIDED 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; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (3) 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; (iiithereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) each and Type(s) of Loans to be prepaid. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment Class of Term Loans pursuant to this Section 4.01 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term A Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and Borrower shall be deemed to have elected that such proceeds be applied to reduce the then remaining Scheduled Repayments under each Term Facility Repayment Amounts in direct order of maturity and on a PRO RATA pro rata basis (based upon among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the then remaining principal amount provisions of each Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such Scheduled Repayment)prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans, 1:00 P.M. p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Swingline Loans, 1:00 p.m. (New York City time) on, the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)relevant Lenders or the relevant Swingline Lenders, as the case may be; (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED 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; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any for Eurodollar Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (ivc) each any prepayment of Term Eurodollar Loans pursuant to this Section 4.01 5.1 on any day other than the last day of an Interest Period applicable thereto shall be applied subject to the Term A Loans, the Term B Loans and (unless waived compliance by the holders thereof) Borrower with 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 then remaining principal amount applicable provisions of each such Scheduled Repayment).128 LPL – Conformed A&R Credit Agreement

Voluntary Prepayments. The Borrower shall have the right Subject to prepay Loans, in whole or in part, without premium or penalty (except as required by Section 1.11subsection 2.4B(ii), from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office Company may, upon not less than ten Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent given to prepay the Loans, whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York City time) one on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment), at any time and from time to time prepay any Term Loans on any Business Day in whole or in part in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount; provided, however, that a LIBOR Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Company complies with subsection 2.6D with respect to any breakage costs resulting from such prepayment being made on a date prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent to each expiration of the Banks); (ii) each partial applicable Interest Period. Notice of prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,000having been given as aforesaid, 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 specified in such Borrowing to an amount less than notice shall become due and payable on the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing date specified therein. Any such voluntary prepayment shall be applied PRO RATA among such Loans; and (iv) each as specified in subsection 2.4B(iv). Notwithstanding the foregoing , no voluntary prepayment of Term the Loans shall be made by the Company or accepted by Lenders until all First Lien Claims have been Paid in Full; provided, however, at any time that the Applicable Consolidated Senior Leverage Ratio does not exceed 3.00 to 1.00, Company may make voluntary prepayments, including premium pursuant to subsection 2.4B(ii), below, if any, with the Consolidated Excess Cash Flow not required to be applied to prepayment of First Lien Loans pursuant to this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)First Lien Credit Agreement.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Credit Loans, without premium or penalty (other than amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part, without premium or penalty (except as required by Section 1.11), from time to time on any date on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (and, in the case of Eurodollar SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by Borrower no later than 1:00 P.M. p.m. (New York timex) one (1) Business Day prior to (in the date case of ABR Loans) or (y) three (3) Business Days prior to (in the case of SOFR Loans) (or, in each case, such prepayment (and which notice shall promptly be transmitted by shorter time as the Administrative Agent to each of the Banksmay agree); , (iib) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000, PROVIDED ; provided that no partial prepayment of Eurodollar SOFR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding SOFR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any for SOFR Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (ivc) each any prepayment of Term SOFR Loans pursuant to this Section 4.01 5.1 on any day prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on any Loan of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to --------------------- prepay the Loans, without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), 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 Payment Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, whether such Loans are Term A Loans, Term B Loans, Term C Revolving Loans or Revolving LoansSwingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent transmit to each of the Banks)Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $5,000,0001,000,000 (or $100,000 in the case of Swingline Loans), PROVIDED provided that no if any partial prepayment of Eurodollar Loans made pursuant to a any -------- Borrowing shall reduce the aggregate principal amount of the outstanding Eurodollar Loans outstanding 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 any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among --- ---- such Revolving Loans; and (iv) each , provided that at the Borrowers' election in connection -------- with any prepayment of Term Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the Term A Loans, the Term B prepayment of Revolving Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on of a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled Repayment)Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, other than as set forth in Section 4.1(b), without premium or penalty, in whole or in part, without premium or penalty (except as required by Section 1.11), part from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Payment Administrative Agent’s Office written notice (or telephonic notice promptly confirmed substantially in writing) the form of Exhibit M of its intent to prepay the Loans, whether make such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loansprepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent by 1:00 P.M. Borrower no later than 2:00 p.m. (New York timei) in the case of LIBOR Loans, three (3) Business Days prior to or (ii) in the case of ABR Loans, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and which notice shall promptly be transmitted by the Administrative Agent to each of the Banks)Lenders; (iib) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in an aggregate principal a minimum amount of at least $5,000,0001,000,000 and in multiples of $100,000 in excess thereof, PROVIDED and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided, that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Loans outstanding made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans; and (c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day prior to the last day of an Interest Period applicable thereto; , the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (iii) each 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 Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (1) applied to the Class or Classes of Loans as the Borrower may specify and (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility scheduled installments of principal in direct order of maturity on a PRO RATA pro rata basis (based upon with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then remaining principal amount outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of each such Scheduled Repayment)a Defaulting Lender.