Common use of Voluntary Prepayment Clause in Contracts

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written (email) notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)p.m., New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0002,000,000. (b) Voluntary Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans of any Class pursuant to this Section 2.12 shall be applied as directed by the Borrower against the remaining scheduled installments ratably to each Class of principal due in respect of such Class under Section 2.11Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other financing arrangementscredit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further satisfied (provided, that the provisions of Section 2.16 3.04 shall apply with respect to any prepayment that is not made as a result of the failure of such revocation or extensioncondition). All prepayments under this Section 2.12 shall be subject to Section 2.16 2.12(d) (to the extent applicable) and Section 2.05(d) 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0002,000,000 (or such lesser amount as may remain outstanding). (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against to the remaining scheduled installments of principal due in respect of such Class the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, 1:00 p.m. on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d2.05(b) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $1,000,000 and not less than $5,000,0005,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case). (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class the Term Loans under Section 2.112.11 as directed by the Borrower (or, absent such directions, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangementscredit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further further, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) and 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the first anniversary of the Closing Date, the Borrower shall pay a prepayment fee of one percent (1.00%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Event, as applicable.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied to the Class of Term Loans selected by the Borrowers and to the outstanding principal amounts due on a Term Loan Repayment Date of each such Class of Term Loans as directed by the Borrower against (or in the remaining scheduled installments absence of principal due direction, in respect direct order of such Class under Section 2.11maturity). (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the applicable Borrower may state that revoke such notice is conditioned upon and/or extend the effectiveness of other financing arrangements, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 2.05(b) and Section 2.05(d) 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at principal amount of any time and from time to time to prepay any Borrowing, Loan may be prepaid in whole full or ratably in part, upon at least three (3) Business Days’ prior written notice (notice, or telephonic notice promptly confirmed followed immediately by written notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent, pursuant to the delivery to the Administrative Agent before 12:00 (noon)of a Notice of Loan Prepayment, New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each without premium or penalty, which notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon on the effectiveness of other financing arrangementsfinancing, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that provided, however, that, to the provisions extent prepaid prior to the applicable Payment Date for any Eurocurrency Rate Loan, the Borrower shall reimburse the applicable Lenders, on the earlier of Section 2.16 shall apply with respect to (A) demand by the applicable Lender or (B) the Term Loan Maturity Date, for any loss or out-of-pocket expense incurred by any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made Lender in connection with such prepayment, as set forth in Section 2.9 hereof; and provided further, however, that (i) the termination or permanent reduction Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent and (ii) any notice of prepayment given hereunder may be revoked by the Revolving Credit Commitments) Borrower at any time. Any prepayment hereunder shall be accompanied by in amounts of not less than $2,000,000.00 and in an integral multiple of $1,000,000.00. Amounts prepaid shall be paid together with accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentso prepaid.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0005,000,000 (or such lesser amount as may remain outstanding). (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11[Reserved]. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment may state that such notice is conditioned the then outstanding Loans, then (x) upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent prior to not later than 12:00 (noon), New York City time, on the specified effective datedate of such prepayment, the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days and (y) if such condition is not satisfiedprepayments may be conditioned upon the effectiveness or consummation of other financing; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d2.16. (d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment plus the applicable Prepayment Premium.

Voluntary Prepayment. (a) The Subject to Section 2.05(c), the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is may be conditioned upon the effectiveness of other financing arrangements, in any transaction for which case the proceeds are to be applied to such notice may be prepayment (and revoked by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is unsatisfied) or the Borrower may extend the prepayment date by not satisfiedmore than five Business Days; provided provided, further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 2.05(c) and Section 2.05(d) 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have may voluntarily prepay the right at any time and from time to time to prepay any Borrowing, Loan in whole or in partpart on any Business Day; provided, upon at least three however, that, any such prepayment shall be accompanied by an amount representing (1) all accrued interest on the portion of the Loan being prepaid, (2) with respect to any prepayment made on a Business Days’ prior Day other than a Payment Date, all accrued interest on the portion of the Loan being prepaid through the end of the Interest Accrual Period during which the prepayment occurs and (3) all other amounts then due under the Loan Documents (including, without limitation, the Prepayment Fee, if any, and the Exit Fee). (b) In the event of any such voluntary prepayment, Borrower shall give Lender written notice (or telephonic notice promptly confirmed by written noticein writing) in the case of Eurodollar Loansits intent to prepay, or written which notice (or telephonic notice promptly confirmed by written notice) shall be given at least one Business Day fifteen (15) days’ prior to the date upon which prepayment is to be made and shall specify the Payment Date on which such prepayment is to be made and the amount of such prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment which shall not be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of 1,000,000). If any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon given, the effectiveness of other financing arrangements, amount specified in such notice shall be due and payable on the Payment Date specified therein (unless such notice is revoked by Borrower prior to the date specified therein in which case such notice may be revoked by the event Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to immediately reimburse Lender for any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made reasonable out-of-pocket costs incurred in connection with the termination or permanent reduction giving of the Revolving Credit Commitments) shall be accompanied by accrued such notice and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentits revocation).

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0005,000,000 in the case of a Term Borrowing. (b) Voluntary prepayments of any Class of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such the applicable Class of Term Loans under Section 2.112.11 as may be specified by the Borrower, or if not so specified, in direct order of maturity; provided that such prepayments shall be allocated to the Tranche B Term Loans on a pro rata basis (or on a greater than pro rata basis) determined by reference to all Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a if such prepayment is for all of the then outstanding Loans, then the Borrower may (x) revoke such notice prior to the proposed date of prepayment may state that such notice is conditioned upon and/or (y) extend the effectiveness of other financing arrangements, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section SectionSections 2.05(d) and 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.11(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice of optional prepayment may state that such notice is conditioned conditional upon the effectiveness of other financing arrangementscredit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective datedate of prepayment) if such condition is not satisfied; provided further further, however, that the provisions of Section 2.16 2.15 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 2.11 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty2.15. All prepayments under this Section 2.12 2.11 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in partright, upon at least three Business Days’ prior written notice (or telephonic notice promptly confirmed by written notice) in giving the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and Bank not less than $5,000,000.ten (10) Banking Days' notice in writing, to prepay part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that: (a) The giving of such notice by the Borrower will irrevocably commit the Borrower to prepay such amount as stated in such notice; (b) Voluntary prepayments Such prepayment may take place only on the last day of Term Loans an Interest Period relating to the whole of the Loan provided, however, that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (it being in the sole discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.01 and any costs from unwinding of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11.then existing hedging transactions; (c) Each partial prepayment shall be equal to Dollars Five Hundred Thousand ($500,000) or higher integral multiple thereof or the balance of the Loan; (d) Every notice of prepayment shall specify be effective only on actual receipt by the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice specified; (e) No amount prepaid may be revoked by re-borrowed; and (f) The Borrower may not prepay the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; Loan or any part thereof save as expressly provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under in this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (a) The Borrower shall have Subject to the right concurrent payment of the Applicable Premium, the Borrowers may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class under Section 2.12(a) shall be applied as directed a credit against the next maturing amounts owing by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Borrowers pursuant to Section 2.112.13(d). (c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrowers may state that revoke such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent prior to no later than 12:00 (noon), New York City time, on the specified effective date) if such condition is date of prepayment and/or extend the prepayment date by not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment and the Applicable Premium.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three five (5) Business Days’ prior written written, email notice (or telephonic telephone notice promptly confirmed by written or email notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)10:00 a.m., New York City time; provided provided, however, that each partial prepayment prepayment, shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000500,000 or in the aggregate principal amount of such Borrowing. (b) Voluntary Subject to Section 2.18, voluntary prepayments of Term Loans of any Class shall be applied pro rata to the Term Loan based on the outstanding principal balances thereof, and within each such Class of Term Loans, as directed by the Borrower against the remaining scheduled installments but in any event pro rata among and within each Class of principal due in respect of such Class under Section 2.11Term Loans. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 2.13 shall be subject to Section 2.16 and Section 2.05(d) 2.17 but otherwise without premium or penaltypenalty other than as set forth in Section 2.25. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) 2.13 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding the foregoing, a notice of prepayment that states that such notice is conditioned upon the effectiveness of other credit facilities or other transactions may be revoked by 12:00 p.m. New York City time on the effective date (or such prepayment may be extended by the Borrower by notice to the Administrative Agent on or prior to by 12:00 p.m. New York City time on the specified effective date) if such condition is not satisfied on such date; provided that the provisions of Section 2.17 shall apply with respect to any such revocation or extension to the extent applicable. (d) Notwithstanding anything to the contrary contained herein, any prepayment of Loans pursuant to this Section 2.13 shall be subject to Section 2.25.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class the Term Loans under Section 2.112.11 as directed by the Borrower. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon as provided below and/or extend the effectiveness of other financing arrangements, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time right, upon giving the Bank not less than five (5) Banking Days’ notice in writing, to prepay any Borrowingpart or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that: (a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay such amount as stated in whole or such notice; (b) such prepayment may take place only on the last day of an Interest Period in partrespect of the Loan provided however, upon at least three Business Days’ prior written notice that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (or telephonic notice promptly confirmed by written notice) it being in the case sole discretion of Eurodollar Loans, the Bank to decide whether or written notice (or telephonic notice promptly confirmed by written noticenot to do so) at least one Business Day prior the Borrower will pay in addition to the date of prepayment in the case of ABR Loansamount to be prepaid, any such sum as may be payable to the Administrative Agent before 12:00 Bank pursuant to Clause 10.1; (noon), New York City time; provided that c) each partial such prepayment shall be in an amount that is an integral multiple of $1,000,000 and not no less than Dollars one hundred thousand ($5,000,000.100,000) or a whole multiple thereof or the balance of the Loan and will be applied by the Bank in or towards the pro-rata prepayment of the Balloon Installment and the Repayment Instalments; (bd) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each every notice of prepayment shall specify be effective only on actual receipt (including by fax) by the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice specified; (e) no amount prepaid may be revoked by re-borrowed; and (f) the Borrower (by notice to may not prepay the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; Loan or any part thereof save as expressly provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under in this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (ai) The Subject to the terms of the Fee Letter, Borrower shall have may prepay the right at outstanding Principal Amount of the Term Loan, plus any time accrued and from time to time to prepay any Borrowingunpaid interest thereon, in whole or but not in part, upon at least three Business Days’ prior written notice (or telephonic notice promptly confirmed to the extent permitted by written notice) law, together with all other Obligations, including those fees set forth in the case of Eurodollar LoansFee Letter and payable in connection with such prepayment, then outstanding or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment due in the case of ABR Loansconnection therewith, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000Payment Account. (bii) Voluntary prepayments In connection with the prepayment in full of the Term Loans of Loan outstanding under this Section 3.02(b), any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due unpaid amounts in respect of such Class under Section 2.11prepaid Term Loan not consisting of principal or Fixed Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable. (ciii) Each notice The date of prepayment shall specify of the prepayment date Term Loan and the Class and the principal amount of each Borrowing (or portion thereof) any other amounts due to be prepaidLender under this Section 3.02(b), shall be a Business Day not more than 10 Business Days following the date Borrower has provided to Administrative Agent a Notice of Prepayment showing the calculation of the amount to be prepaid and all other amounts payable in connection therewith under this Section 3.02(b). Such Notice of Prepayment shall constitute Borrower’s irrevocable and shall commit the Borrower commitment to prepay the Term Loan outstanding and all such Borrowing by the amount stated therein other amounts on the date stated thereinsuch prepayment date; provided provided, however, that a notice such Notice of prepayment Prepayment may state that such notice is conditioned upon the effectiveness of any credit facilities or one or more other financing arrangementsevents specified therein (including the occurrence of a Change of Control), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Lender on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have Subject to the right concurrent payment of the Applicable Premium, the Borrowers may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class under Section 2.12(a) shall be applied as directed by the Borrower pro rata against the remaining scheduled installments of principal due in respect of such Class the Loans under Section 2.112.11 and shall be applied as a credit against the next maturing amounts owing by the Borrowers pursuant to Section 2.13(c). (c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrowers may state that revoke such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent prior to no later than 12:00 (noon), New York City time, on the specified effective date) if such condition is date of prepayment and/or extend the prepayment date by not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment and the Applicable Premium.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, upon at least three Business Days’ prior written providing notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one (1) Business Day prior to the date of prepayment in the case of ABR Loansprepayment, to the Administrative Agent before 12:00 (noon), New York City time, for the benefit of the Lenders; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against to the remaining scheduled installments of principal due in respect of such Class the Term Loans (including, for the avoidance of doubt, the payment due on the Maturity Date) under Section 2.112.07 in direct order of maturity. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing Term Loans (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Term Loans (or portion thereof) by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 2.08 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) 2.08 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time may, prior to time to prepay any BorrowingConstruction Completion, in whole or in part, upon at least three Business Days’ prior by giving written notice to the Agent of not less than ninety (or telephonic notice promptly confirmed 90) days, and, following Construction Completion, by written notice) in the case of Eurodollar Loans, or giving written notice to the Agent not less than forty five (or telephonic notice promptly confirmed by written notice45) at least one Business Day days prior to a Repayment Date: (i) Prepay the date Loan(s) or part thereof by way of prepayment in additional Equity Contributions, provided however that the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple equal to whole multiples of $1,000,000 10,000,000 NIS, and the prepayment shall be made by the Borrower on a Repayment Date (if applicable) and not less more than $5,000,000twice per annum; (ii) prepay all Loans provided, however, that such notice of prepayment shall also be deemed to constitute written notice of voluntary cancellation of all Commitments which are still available on such date and such prepayment shall be subject to the provisions of sub-Clause 7.3(a) below. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed Any notice provided by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. pursuant to this Clause 7.1 (cVoluntary Prepayment) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit specify the Borrower to prepay such Borrowing by the amount stated therein on Loans, the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon fixed for prepayment, the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction aggregate principal amount of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount Loans to be prepaid and the Interest thereon, and the Borrower’s best estimate of the Linkage Differentials and other amounts to but excluding be paid on the date prepayment date. The Agent shall furnish a copy of paymentthe said prepayment notice to each Senior Lender, together with the details of such computation.

Voluntary Prepayment. (a) The Borrower shall have the right may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on the date of prepayment and/or extend the prepayment date by not more than five Business Days; provided further, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangementsincurrences or issuance of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of . All prepayments under this Section 2.16 shall apply 2.12 (including with respect to any such revocation or extension) shall be subject to Section 2.16. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with accompanied by the termination or permanent reduction concurrent payment of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (c) All prepayments pursuant to this Section 2.12 shall be made at par and without premium or penalty.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Term Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0002,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class the Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by in the amount stated therein on the date stated therein; provided provided, however, that a notice of prepayment delivered by the Borrower under this Section 2.12 may state that such notice is conditioned upon the effectiveness of other financing arrangementscredit facilities, indentures or similar agreements or the consummation of other transactions or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective prepayment date) if such condition is not satisfied; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.05(b) and 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time, in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent before 10:00 a.m., New York City time, on the date of prepayment, in the case of ABR Loans; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0002,000,000, in the case of Term Loans, or $200,000 and not less than $1,000,000, in the case of L/C Loans. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11[Reserved]. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the effectiveness of other financing arrangements, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) 2.16, but otherwise without premium or penalty. All prepayments under this Section 2.12 (, and other than prepayments of ABR Revolving L/C Loans that are not made in connection with the termination or permanent reduction of the Revolving L/C Credit Commitments) , shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Subject to the concurrent payment of the Applicable Premium, the Borrower shall have the right may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class under Section 2.12(a) shall be applied as directed in a manner determined by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11Borrower. (c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent prior to no later than 12:00 (noon), New York City time, on the specified effective date) if such condition is date of prepayment and/or extend the prepayment date by not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment and the Applicable Premium.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Term Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ba) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower pro rata against the remaining scheduled installments of principal due in respect of such Class the Loans under Section 2.11. (cb) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the effectiveness of other financing arrangements, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary Except as may otherwise be set forth in any Extension Offer, any Refinancing Amendment or any Incremental Amendment, voluntary prepayments of Term Loans of any Class pursuant to this Section 2.12 (i) shall be applied as directed by the Borrower ratably to each Class of Term Loans then outstanding and (ii) with respect to each Class of Term Loans, shall be applied against the remaining scheduled installments of principal due in respect thereof (in the case of such Class under the Initial Term Loans, as set forth in Section 2.11) as directed by the Borrower (or, absent such direction, in forward order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that if such prepayment is in connection with a notice of prepayment refinancing, then the Borrower may state that condition such notice is conditioned upon on the effectiveness of other financing arrangementssuch refinancing (provided, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 3.05 shall apply with respect to any prepayment that is not made as a result of the failure of such revocation or extensioncondition). All prepayments under this Section 2.12 shall be subject to Section 2.16 2.12(d) (to the extent applicable) and Section 2.05(d) 3.05 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, on or prior to the first anniversary of the Restatement Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.13(a)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

Voluntary Prepayment. (a) The Borrower shall have may voluntarily prepay the right Loan at any time and from time to time to prepay any Borrowingpar, in whole or in part, upon at least three on any Payment Date (or, with respect to a prepayment out of Loss Proceeds only, on any Business Days’ prior Day); provided, however, that, any such prepayment shall be accompanied by an amount representing (1) all accrued interest on the portion of the Loan being prepaid, (2) with respect to a prepayment out of Loss Proceeds only, interest on the portion of the Loan being prepaid from and including such Business Day to the next succeeding Payment Date, (3) if applicable, the Yield Maintenance Amount and/or the Refinancing Fee and (4) any other amounts then due under the Loan Documents. (b) In the event of any such voluntary prepayment, Borrower shall give Agent written notice (or telephonic notice promptly confirmed by written noticein writing) in the case of Eurodollar Loansits intent to prepay, or written which notice (or telephonic notice promptly confirmed by written notice) shall be given at least one Business Day thirty (30) days' prior to the date upon which prepayment is to be made and shall specify the Payment Date on which such prepayment is to be made and the amount of such prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment which shall not be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of 1,000,000). If any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon given, the effectiveness of other financing arrangements, amount specified in such notice shall be due and payable on the Payment Date specified therein (unless such notice is revoked by Borrower prior to the date specified therein in which case such notice may be revoked by the event Borrower (by notice to the Administrative shall immediately reimburse Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to for any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made out-of-pocket costs incurred in connection with the termination or permanent reduction giving of the Revolving Credit Commitments) shall be accompanied by accrued such notice and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentits revocation).

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in partpart without premium or penalty other than as provided in Section 2.16 and Section 2.25, (i) upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Term Loans, (ii) upon at least two Business Days’ prior written or written fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of CDOR Rate Term Loans or (iii) written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans or Canadian Prime Rate Term Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that in each case, each partial prepayment shall be in an amount that is an integral multiple of $US$1,000,000 or C$1,000,000, as applicable, and not less than $US$5,000,000 or C$5,000,000, as applicable. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class Term Loans under Section 2.112.11 as directed by the applicable Borrower (or absent such direction, pro rata). (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Term Loans under any Tranche, or all Tranches, then the Borrowers may state that revoke such notice is conditioned upon and/or extend the effectiveness of other financing arrangementsprepayment date by not more than five Business Days; provided further, however, that (i) if the then outstanding Term Loans under any Tranche or all Tranches are being prepaid in which case such notice full Borrowers may be revoked extend the prepayment date by the Borrower amount of any delay in the consummation of any refinancing that is the source of such prepayment, and (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective dateii) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any all such revocation revocations or extensionextensions. All prepayments under this Section 2.12 shall be subject to Section Sections 2.16 and Section 2.05(d) 2.25 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that (i) each partial prepayment of a Borrowing denominated in Dollars shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000£1,000,000, each partial prepayment of a Borrowing denominated in EUR shall be in an amount that is an integral multiple of €500,000 and not less than €1,000,000 and each partial payment of a Borrowing denominated in Sterling shall be in an amount that is an integral multiple of £500,000 and not less than £1,000,000 and (ii) at the Borrower’s election, such prepayment shall not, so long as no Event of Default then exists, be applied to any Loan of a Defaulting Lender. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or other transaction) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the effectiveness of other financing arrangements, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall not have the right to prepay any Borrowing prior to April 27, 2017. On or after April 27, 2017 the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Daysnot less than thirty (30) days’ nor more than sixty (60) days’ prior written notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; Lender provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000 (or such lesser amount as may remain outstanding). (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against to the remaining scheduled installments of principal due in respect of such Class the Term Loans under Section 2.112.06. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Lender prior to 12:00 (noon), New York City time, 1:00 p.m. on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 2.07 shall be subject to Section 2.16 and Section 2.05(d) 2.03 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) 2.07 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent Lender before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0003,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the effectiveness of other financing arrangements, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 2.14 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 2.10 shall be subject to Section 2.16 and Section 2.05(d) 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time -------------------- and from time to time to prepay any Borrowing, Borrowing in whole or in part, upon at least three Business Days’ without premium (except for any applicable Reduction Fee) or penalty, subject to prior written notice in accordance with this paragraph. Borrower shall notify the Administrative Agent by telephone (or telephonic notice promptly confirmed by written noticetelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar LoansBorrowing, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before not later than 12:00 (noon), New York City time; provided that each partial , three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an Alternate Base Rate Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be in an amount that is an integral multiple of $1,000,000 irrevocable and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) thereof to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that that, if a notice of prepayment may state that is given -------- ---- in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.5(3), then such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice prepayment may be revoked by the Borrower (by if -------------- such notice of termination is revoked in accordance with Section 2.5(3). -------------- Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent prior to 12:00 (noon), New York City time, on shall advise the specified effective date) if such condition is not satisfied; provided further that Lenders of the provisions contents thereof. Each partial prepayment of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 Borrowing shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments in an amount that would be permitted in the case of ABR Revolving Loans that are not made in connection with the termination or permanent reduction an advance of a Borrowing of the Revolving Credit Commitments) same Type as provided in Section 2.1. Each prepayment of a ----------- Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.7(1) and unpaid interest on the principal amount any applicable expenses pursuant to be prepaid to but excluding the date of payment.Section ------------- ------- 2.11(5). ------

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar EurodollarSOFR Loans, or written (email) notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0002,500,000. (b) Voluntary Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans of any Class pursuant to this Section 2.12 shall be applied as directed by the Borrower against the remaining scheduled installments ratably to each Class of principal due in respect of such Class under Section 2.11Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other financing arrangementscredit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further satisfied (provided, that the provisions of Section 2.16 3.04 shall apply with respect to any prepayment that is not made as a result of the failure of such revocation or extension. condition).. All prepayments under this Section 2.12 shall be subject to Section 2.16 2.12(d) (to the extent applicable) and Section 2.05(d3.042.05(c) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, (i) the Borrower voluntarily prepays any Tranche B-2 Term Loans, (ii) the Borrower makes any mandatory prepayment of the Tranche B-2 Term Loans pursuant to Sections 2.13(a)(ii), 2.13(a)(iii), 2.13(a)(iv) or 2.13(a)(v), (iii) a Term Lender is deemed a Non-Consenting Lender and must assign its Tranche B-2 Term Loans pursuant to Section 3.06(a) or (iv) the Tranche B-2 Term Loans are accelerated, then in each case, the Borrower shall pay to the Administrative Agent on the date of such prepayment, assignment or acceleration, for the ratable account of each applicable Term Lender, a prepayment premium equal to (x) 3% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs after the Restatement Effective Date but prior to the first anniversary of the Restatement Effective Date, (y) 2% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment or assignment occurs on or after the first but prior to the second anniversary of the Restatement Effective Date and (z) 1% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs on or after the second but prior to the third anniversary of the Restatement Effective Date (the foregoing premiums, the “Prepayment Premium”); provided that (A) for the avoidance of doubt, no Prepayment Premium shall be payable on or following the third anniversary of the Restatement Effective Date and (B) the Prepayment Premium shall not apply to mandatory prepayments of the Tranche B-2 Term Loans pursuant to Section 2.13(a)(ii) that do not exceed $100,000,000 in the aggregate during the term of this Agreement. Without limiting the generality of the foregoing, it is understood and agreed that if the Tranche B-2 Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Tranche B-2 Term Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Tranche B-2 Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Term Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Term Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Voluntary Prepayment. (a) The Borrower shall not have the right to prepay any Borrowing prior to April 27, 2017. On or after April 27, 2017 the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Daysnot less than thirty (30) days’ nor more than sixty (60) days’ prior written notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000Agent. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against to the remaining scheduled installments of principal due in respect of such Class the Term Loans under Section 2.112.06. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, 1:00 p.m. on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 2.07 shall be subject to Section 2.16 and Section 2.05(d) 2.03 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) 2.07 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000 and (ii) at the Borrower’s election, such prepayment shall not, so long as no Event of Default then exists, be applied to any Loan of a Defaulting Lender. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or other transaction) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the effectiveness of other financing arrangements, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Term Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower pro rata against the remaining scheduled installments of principal due in respect of such Class the Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the effectiveness of other financing arrangements, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied to the Class of Term Loans selected by the Borrowers (it being understood that in the case of a prepayment of any Term B-1 Loans, such prepayments shall be applied on a pro rata basis to all Term B-1 Loans (including the Add-on Term B-1 Loans, on a pro rata basis) and to the outstanding principal amounts due on a Term Loan Repayment Date of each such Class of Term Loans as directed by the Borrower against Borrowers (or in the remaining scheduled installments absence of principal due direction, in respect direct order of such Class under Section 2.11maturity). (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the applicable Borrower may state that revoke such notice is conditioned upon and/or extend the effectiveness of other financing arrangementsprepayment date by not more than five Business Days; provided, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon)further, New York City timehowever, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 2.05(b) and Section 2.05(d) 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written (email) notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0002,500,000. (b) Voluntary Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans of any Class pursuant to this Section 2.12 shall be applied as directed by the Borrower against the remaining scheduled installments ratably to each Class of principal due in respect of such Class under Section 2.11Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other financing arrangementscredit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further satisfied (provided, that the provisions of Section 2.16 3.04 shall apply with respect to any prepayment that is not made as a result of the failure of such revocation or extensioncondition). All prepayments under this Section 2.12 shall be subject to Section 2.16 2.12(d) (to the extent applicable) and Section 2.05(d) 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, (i) the Borrower voluntarily prepays any Tranche B-2 Term Loans, (ii) the Borrower makes any mandatory prepayment of the Tranche B-2 Term Loans pursuant to Sections 2.13(a)(ii), 2.13(a)(iii), 2.13(a)(iv) or 2.13(a)(v), (iii) a Term Lender is deemed a Non-Consenting Lender and must assign its Tranche B-2 Term Loans pursuant to Section 3.06(a) or (iv) the Tranche B-2 Term Loans are accelerated, then in each case, the Borrower shall pay to the Administrative Agent on the date of such prepayment, assignment or acceleration, for the ratable account of each applicable Term Lender, a prepayment premium equal to (x) 3% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs after the Restatement Effective Date but prior to the first anniversary of the Restatement Effective Date, (y) 2% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment or assignment occurs on or after the first but prior to the second anniversary of the Restatement Effective Date and (z) 1% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs on or after the second but prior to the third anniversary of the Restatement Effective Date (the foregoing premiums, the “Prepayment Premium”); provided that (A) for the avoidance of doubt, no Prepayment Premium shall be payable on or following the third anniversary of the Restatement Effective Date and (B) the Prepayment Premium shall not apply to mandatory prepayments of the Tranche B-2 Term Loans pursuant to Section 2.13(a)(ii) that do not exceed $100,000,000 in the aggregate during the term of this Agreement. Without limiting the generality of the foregoing, it is understood and agreed that if the Tranche B-2 Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Tranche B-2 Term Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Tranche B-2 Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Term Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Term Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, upon at least three Business Days’ prior written providing notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one (1) Business Day prior to the date of prepayment in the case of ABR Loansprepayment, to the Administrative Agent before 12:00 (noon), New York City time, for the benefit of the Term Lenders; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against to the remaining scheduled installments of principal due in respect of such Class the Term Loans (including, for the avoidance of doubt, the payment due on the Maturity Date) under Section 2.112.07 in direct order of maturity. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing Term Loans (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Term Loans (or portion thereof) by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.this

Voluntary Prepayment. (a) The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, upon at least three Business Days’ subject to prior written notice in accordance with the provisions of this Section 2.11. The Company shall notify the Administrative Agent by telephone or electronic communication, if arrangements for doing so have been approved by the Administrative Agent of any prepayment hereunder (or telephonic notice promptly confirmed by written noticei) in the case of Eurodollar Loansprepayment of a Term SOFR Borrowing, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)not later than 11:00 a.m., New York City time; provided that each partial , two (2) Business Days before the date of prepayment and (ii) in the case of a prepayment of an ABR Borrowing, not later than 11:00 a.m. New York City time, on the date of prepayment (such notice, “Prepayment Notice”). Each Prepayment Notice shall be in an amount that is an integral multiple of $1,000,000 irrevocable and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) thereof to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that that, if a Prepayment Notice is given in connection with a conditional notice of prepayment may state that termination of any Commitments as contemplated by Section 2.09, then such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice Prepayment Notice may be revoked by the Borrower (by 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 prior to 12:00 (noon), New York City time, on shall advise the specified effective date) if such condition is not satisfied; provided further that relevant Lenders of the provisions contents thereof. Each partial prepayment of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 Borrowing shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments in an amount that would be permitted in the case of ABR Revolving Loans that are not made in connection with the termination or permanent reduction an advance of a Borrowing of the Revolving Credit Commitments) same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and unpaid interest on the principal amount (ii) break funding payments pursuant to be prepaid to but excluding the date of paymentSection 2.16 (if any).

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time option to prepay any Borrowingthe Term Loan, either in whole or in part (provided if in part, upon only a prepayment in an amount equal to a minimum increment of $1,000,000), provided that Borrower (i) delivers written notice to Agent of its election to prepay the Term Loan at least three Business Days’ prior written notice five (or telephonic notice promptly confirmed by written notice5) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written noticebut not more than thirty (30)) at least one Business Day days prior to such prepayment, and (ii) pays, on the date of such prepayment in (a) the case outstanding principal of ABR Loans, the Term Loan (as to the Administrative Agent before 12:00 (noonwhich notice of prepayment has been given), New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 plus accrued and not less than $5,000,000. unpaid interest thereon, (b) Voluntary prepayments of Term Loans of any Class shall be applied the Prepayment Fee as directed by to the Borrower against the remaining scheduled installments amount of principal due in respect of such Class under Section 2.11. being repaid, (c) Each the End of Term Fee as to the amount of principal being repaid, and (d) all other sums, including Lender Expenses, if any, that shall have become due and payable hereunder in connection with the Term Loan, including interest at the Default Rate with respect to any past due amounts. Any notice of voluntary prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereofgiven by Borrower pursuant to this Section 1.2(c)(ii) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangementscredit facilities or acquisitions or the receipt of net proceeds from the issuance of equity interests or incurrence of Indebtedness by Borrower, in which case case, such notice may be revoked by the Borrower giving written notice (by or telephonic notice promptly confirmed in writing) to Agent on or prior to the Administrative Agent prior to 12:00 (noon), New York City time, on date for prepayment specified in the specified effective date) notice of voluntary prepayment if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Subject to Section 2.05(c) and Section 2.05(d), the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar EurodollarSOFR Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR LoansLoans (in each case, or such shorter period as the Administrative Agent may agree to in its sole discretion), to the office or account of the Administrative Agent before 12:00 (noon)2:00 p.m., New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (ca) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is may be conditioned upon the effectiveness of other financing arrangements, in any transaction for which case the proceeds are to be applied to such notice may be prepayment (and revoked by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is unsatisfied) or the Borrower may extend the prepayment date by not satisfiedmore than five Business Days; provided further provided, further, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and 2.05(c), Section 2.05(d) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right to prepay the Loans in its discretion at any time and or from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ Days prior written notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided that each partial , which prepayment shall be made at par for any prepayment (x) in whole (whether the full initial amount of the Loans or the remaining outstanding portion after giving effect to other prepayments and other adjustments), (y) in part in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000 or (z) in connection with the incurrence of Indebtedness by the Borrower under Section 6.04(c), made to the extent necessary (and only to the extent necessary) to ensure compliance with such Section 6.04(c) (in which case, the Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer demonstrating the foregoing, including a calculation of compliance with such Section 6.04(c) before and after giving effect to the incurrence of such Indebtedness); provided that any prepayment in circumstances described in this Section 2.10(a) shall be subject to the Prepayment Premium. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing the Loans (or portion thereof) and the accrued and unpaid interest on such principal amount of the Loans to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the Loans in the amount stated therein on the date stated therein; provided that a notice of prepayment the Borrower may state provide that such notice is conditioned upon the effectiveness occurrence of one (1) or more other financing arrangementstransactions, in which case case, such notice may be revoked by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) or extended if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that transactions are not made in connection with the termination consummated or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentare delayed.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar SOFR Loans, or written (email) notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0002,500,000. (b) Voluntary Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans of any Class pursuant to this Section 2.12 shall be applied as directed by the Borrower against the remaining scheduled installments ratably to each Class of principal due in respect of such Class under Section 2.11Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other financing arrangementscredit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 2.12(d) (to the extent applicable) and Section 2.05(d2.05(c) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, (i) the Borrower voluntarily prepays any Tranche B-2 Term Loans, (ii) the Borrower makes any mandatory prepayment of the Tranche B-2 Term Loans pursuant to Sections 2.13(a)(ii), 2.13(a)(iii), 2.13(a)(iv) or 2.13(a)(v), (iii) a Term Lender is deemed a Non-Consenting Lender and must assign its Tranche B-2 Term Loans pursuant to Section 3.06(a) or (iv) the Tranche B-2 Term Loans are accelerated, then in each case, the Borrower shall pay to the Administrative Agent on the date of such prepayment, assignment or acceleration, for the ratable account of each applicable Term Lender, a prepayment premium equal to (x) 3% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs after the Restatement Effective Date but prior to the first anniversary of the Restatement Effective Date, (y) 2% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment or assignment occurs on or after the first but prior to the second anniversary of the Restatement Effective Date and (z) 1% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs on or after the second but prior to the third anniversary of the Restatement Effective Date (the foregoing premiums, the “Prepayment Premium”); provided that (A) for the avoidance of doubt, no Prepayment Premium shall be payable on or following the third anniversary of the Restatement Effective Date and (B) the Prepayment Premium shall not apply to mandatory prepayments of the Tranche B-2 Term Loans pursuant to Section 2.13(a)(ii) that do not exceed $100,000,000 in the aggregate during the term of this Agreement. Without limiting the generality of the foregoing, it is understood and agreed that if the Tranche B-2 Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Tranche B-2 Term Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Tranche B-2 Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Term Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Term Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $1,000,000 and not less than $5,000,0005,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case). (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class the Term Loans under Section 2.112.11 as directed by the Borrower (or, absent such directions, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangementscredit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further further, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) and 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the date that is 180 days after the Amendment No. 12 Effective Date, the Borrower shall pay a prepayment fee of one percent (1.00%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Event, as applicable.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, upon at least three Business Days’ prior written providing notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one (1) Business Day prior to the date of prepayment in the case of ABR Loansprepayment, to the Administrative Agent before 12:00 (noon), New York City time, for the benefit of the Term Lenders; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against to the remaining scheduled installments of principal due in respect of such Class the Term Loans (including, for the avoidance of doubt, the payment due on the Maturity Date) under Section 2.11. (c) 2.07 in direct order of maturity. Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing Term Loans (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Term Loans (or portion thereof) by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied; provided further that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and Section 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.Section

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or e-mail notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written or e-mail notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided provided, however, that each partial prepayment (but not a prepayment in full) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans of any Class shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class under Section 2.11the Term Loans. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, however, that a notice if such prepayment is for all of prepayment the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the effectiveness of other financing arrangements, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfiedmore than five Business Days; provided further further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.16 and Section 2.05(d) 2.25 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.