Optional Prepayments. The Borrower shall have the right at any time and from time to time, without premium or penalty, to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and # at least three (3) Business Days before each Eurocurrency Rate Loan, specifying the date and amount of repayment, whether the repayment is of Eurocurrency Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof and shall be applied as directed by the Borrower (or in the absence of such direction, in direct order of maturity) to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. Each

Section # Optional Prepayments. (a) The Borrower shall havemay # upon same day notice to the rightAdministrative Agent given not later than 11:00 A.M. (New York City time), prepay any Base Rate Loans or # upon at least three Euro-Dollar Business Days’ notice to the Administrative Agent, prepay any time and from time to time,Euro- Dollar Loans, in each case without premium or penalty, to prepay the Term Loans, in whole at any time, or from time to time in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and # at least three (3) Business Days before each Eurocurrency Rate Loan, specifying the date and amount of repayment, whether the repayment is of Eurocurrency Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall bepart in an aggregate principal amount of at leastamounts aggregating $5,000,000 or any wholelarger multiple of $1,000,000 in excess thereof and000, by paying the principal amount to be prepaid together with interest accrued thereon to the date of prepayment. Each such optional prepayment shall be applied as directed byto prepay the Borrower (orLoans of the several Lenders ratably in the absence of such direction, in direct order of maturity)proportion to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. EachLenders’ Credit Exposures.

Optional Prepayments.Optional. (i) The Borrower shall havemay, upon, subject to clause (iii) below, irrevocable written notice to the rightAdministrative Agent, at any time andor from time to time, without premium or penalty, totime voluntarily prepay the Term Loans,Loans in whole or in part, upon deliverypart without premium or penalty (subject to [Section 2.05(a)(iii)]); provided that # such notice must be received by the Administrative Agent of a Notice of Prepayment not later than 11:12:00 a.m. (i) on the same Business Day as each Base Rate Loan andnoon, New York City time, # at least three (3) Business Days before eachprior to any date of prepayment of Eurocurrency Rate Loan, specifyingLoans and # one (1) Business Day prior to any date of prepayment of Base Rate Loans; # any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $250,000 in excess thereof; and # any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of repayment, whethersuch prepayment and the repayment isClass(es) (subject to the requirements of Eurocurrency Rate[Sections 2.13 and 2.14]4]) and Type(s) of Loans or Base Rate Loans or a combination thereof, and if a combination thereof,the order of Borrowing(s) to be repaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount allocable to eachof such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and whether the repayment is ofpayment amount specified in such notice shall be due and payable on the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optionaldate specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to [Section 3.05]. In the case of each prepayment of Term Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof andpursuant to this [Section 2.05(a)(i), (x)])] each such prepayment shall be applied as directed byratably to each Class of Term Loans then outstanding, # with respect to each Class of Term Loans, each such prepayment shall be applied to the Borrower (or inscheduled installments of principal thereof following the absencedate of such direction,prepayment pursuant to Section 2.07 in direct order of maturity)maturity, and # each such prepayment shall be paid to the outstanding principal installmentsLenders in accordance with their respective Pro Rata Shares of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. Eachsuch prepayment.

OptionalSection # Prepayments. The Borrower shall havemay, upon notice to the rightAdministrative Agent, at any time andor from time to time, without premium or penalty, totime voluntarily prepay the Term Loans,Loans in whole or in part, upon deliverypart without premium or penalty (except as set forth in [Section 7.01]); provided that # such notice must be in a form reasonably acceptable to the Administrative Agent of a Notice of Prepayment notand be received by the Administrative Agent no later than 11:00 a.m. (i)​ (x) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, or # on the same Business Day as eachdate of prepayment of Base Rate LoanLoans (or, in each case, such shorter period of time then agreed to by the Administrative Agent), and # at least three (3) Business Days before each Eurocurrency Rate Loan, specifyingany prepayment of Loans shall be in a principal amount not less than ​, or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of repayment, whethersuch prepayment and the repayment is of Eurocurrency Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof,to be prepaid. Any prepayment shall be accompanied by all accrued interest on the amount allocableprepaid, together with any additional amounts required pursuant to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof and shall be applied as directed by the Borrower (or in the absence of such direction, in direct order of maturity) to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. Each[Section 7.01].

Section # Optional Prepayments. (a) The Borrower shall have the right at any time and from time to time, without premium or penalty, to prepay the Term Loans, in whole or in part,may # upon deliverysame Domestic Business Day’s notice to the Administrative AgentAgent, prepay any Group of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and # at least three (3) Business Days before each Eurocurrency Rate Loan, specifying the date and amount of repayment, whether the repayment is of Eurocurrency Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof,# subject to [Section 2.12], upon at least three Euro-Dollar Business Days’ notice to the amount allocableAdministrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall betime in an aggregate principal amount of at leastpart in amounts aggregating $5,000,000 or any wholelarger multiple of $1,000,000 in excess thereof and000, by paying the principal amount to be prepaid together with interest accrued thereon to the date of prepayment. Each such optional prepayment shall be applied as directed byto prepay ratably the Borrower (or in the absence of such direction, in direct order of maturity) to the outstanding principal installmentsLoans of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. Eachseveral [[Organization B:Organization]] included in such Group of Loans.

Optional Prepayments. The Borrower shall haveSubject to Section 3.05, the rightBorrowers may, upon notice to the Administrative Agent, at any time andor from time to time, without premium or penalty, tovoluntarily prepay the Term Loans,Loans in whole or in part, upon delivery topart without premium or penalty; provided that # such notice must be received by the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and # at least(A) three (3) Business Days beforeprior to any date of prepayment of Eurodollar Rate Loans and # on the date of prepayment of Base Rate Loans; # any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each Eurocurrency Rate Loan, specifyingcase, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of repayment, whethersuch prepayment and the repayment isType(s) of Eurocurrency Rate Loans or Base Rate Loans or a combination thereof,to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and if a combination thereof,of the amount allocable to eachof such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and whether the repayment ispayment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the Initial Term Loan, an Incremental Terma Eurodollar Rate Loan or a combination thereof, and if a combination thereof,shall be accompanied by all accrued interest on the amount allocableprepaid, together with any additional amounts required pursuant to each.Section 3.05. Each optionalsuch prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof and shall be applied as directed by the Borrower (or in the absence of such direction, in direct order of maturity) to the outstanding principal installmentsLoans of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. EachLenders in accordance with their respective Applicable Percentages.

Optional Prepayments. The Borrower shall havemay, upon three Business Days’ notice, in the right at any timecase of Eurodollar Rate Loans, and from time to time, without premium or penalty, toupon same-day notice in the case of Base Rate Loans, prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of PrepaymentLoan on any Business Day not later than 11:00 a.1 p.m. (i)on such date of payment in same day funds in Dollars in accordance with the wiring instructions separately provided by the Lender to the Borrower; provided that the Borrower pays all Breakage Costs (if any) associated with such prepayment on the same Business Day as each Basedate of such prepayment. Prepayments of Eurodollar Rate Loan and # at least three (3) Business Days before each EurocurrencyLoans must be accompanied by a payment of interest on the amount so prepaid. Prepayments of Eurodollar Rate Loan, specifying the date andLoans must in a principal amount of repayment, whether the repayment is$5,000,000 or a whole multiple of Eurocurrency Rate Loans or$1,000,000 in excess thereof. Prepayments of Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shallmust be in an aggregatea principal amount of at least $5,000,000 or anya whole multiple of $1,000,000 in excess thereof andor, if less, the entire principal amount thereof then outstanding. Subject to the foregoing terms, amounts prepaid under this Paragraph 1(f) shall be applied as directed by the Borrower (or inmay elect; provided, that, if the absence ofBorrower shall fail to specify its elected application with respect to any voluntary prepayment, such direction,voluntary prepayment shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of maturity) to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. EachInterest Period maturities.

Optional Prepayments. The Borrower shall have(on its own behalf or on behalf of the rightapplicable Co-Borrower(s)) or the applicable Co-Borrower may, upon notice to the Administrative Agent, at any time andor from time to time, without premium or penalty, totime # voluntarily prepay the Term Loans,Base Rate Loans in whole or in part, upon deliverypart without premium or penalty and # voluntarily prepay Eurodollar Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that # such notice must be in a form reasonably acceptable to the Administrative Agent of a Notice of Prepaymentand be received by the Administrative Agent not later than 11:1:00 a.p.m. (i)(Eastern time) # one (1) Business Day prior to any date of prepayment of Eurodollar Rate Loans and # on the same Business Day as eachdate of prepayment of Base Rate LoanLoans and LIBOR Daily Floating Rate Loans; # any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and # at least three (3) Business Days beforeany prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each Eurocurrency Rate Loan, specifyingcase, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of repayment, whethersuch prepayment and the repayment isType(s) of Eurocurrency Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof and shall be applied as directed by the Borrower (or in the absence of such direction, in direct order of maturity) to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. Eachprepaid.

Section # Optional Prepayments. The Borrower shall have the right at any time and from time to time, without premium or penalty,time to prepay the Term Loans,any Borrowing, in whole or in part, upon deliverywithout premium or penalty, by giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent of a Notice of Prepayment notno later than # in the case of any prepayment of any Eurodollar Borrowing, 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and # at leastnot less than three (3) Business Days before each Eurocurrency Rate Loan, specifyingprior to the date of such prepayment, # in the case of any prepayment of any Base Rate Borrowing, not less than one (1) Business Day prior to the date of such prepayment, and # in the case of any prepayment of any Swingline Borrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of repayment, whethereach Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the repaymentAdministrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is of Eurocurrency Rate Loans or Base Rate Loans or a combination thereof,given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with [Section 2.13(d)]; provided that if a combination thereof,Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to [Section 2.19]. Each partial prepayment of any Loan shall be in an amount allocable to each and whetherthat would be permitted in the repayment iscase of an advance of a Revolving Borrowing of the Initial Termsame Type pursuant to Section 2.2 or, in the case of a Swingline Loan, pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing and, in the case of a prepayment of an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocableBorrowing, to each. Each optional prepayment of the Term Loans hereunder shallprincipal installments as may be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof and shall be applied as directed by the Borrower (or(and in the absence of any such direction, in directthe inverse order of maturity) to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. Each.

OptionalVoluntary Prepayments. The Borrower shall have the right at any time andits option from time to time, without premium or penalty,time to prepay the Term Loans,Loans in whole or part without premium or penalty (except as provided in part, upon deliverySections 3.1, 3.5 and 11.3). Whenever the Borrower desires to prepay any part of the Term Loans, it shall provide a prepayment notice to the Administrative Agent of a Notice of Prepayment not later thanby 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and # at least # three (3) Business Days before each Eurocurrency Rate Loan, specifyingprior to the date and amount of repayment, whetherprepayment of LIBOR Rate Loans, or # one (1) Business Day prior to the repayment isdate of Eurocurrency Rate Loans orprepayment of Base Rate Loans or a combination thereof, and if a combination thereof,Loans, setting forth the amount allocable to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof and shall be applied as directed by the Borrower (or in the absence of such direction, in direct order of maturity) to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. Eachfollowing information: