Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three (3) Business Days) prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, without Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three (3x) Business Days) prior to, on the date of such prepayment and shall promptly be transmitted by (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), and, in each case, the Administrative Agent to shall promptly notify each of the Lenders; relevant Lenders or the relevant Swingline Lender, as the case may be, (b2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 500,000 and in an aggregate principal amount of at least $5,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (c3) any prepayment of LIBOR Term Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At Each such notice shall specify the Borrower’s election, prepayments date and amount of Terms such prepayment and the Class(es) and Type(s) of Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loansprepaid. Each prepayment in respect of any tranche Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans the Repayment Amounts in such order as the Borrower may determinedetermine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term LoansLoans of any Tranche, without premium or penaltypenalty (other than as provided in Section 4.01(e)), in whole or in part at any time and from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (ai) the Borrower shall give the Administrative Agent and at the Administrative Agent’s its Notice Office written notice of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR SOFR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (ix) 10:00 a.m. prior to 12:00 Noon (New York City time) (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) at least one (1) Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three (3) Business Days (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the date of such prepayment in the case of SOFR Loans (or, in the case of LIBOR Loansclauses (x) and (y), three (3) Business Days) prior tosuch shorter period as the Administrative Agent shall agree in its sole and absolute discretion), the date of such prepayment and shall be promptly be transmitted by the Administrative Agent to each of the Lenders; (bii) each partial prepayment of any Borrowing of Term Loans pursuant to this Section 5.01(a) shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; and (c) provided that if any partial prepayment of LIBOR Term SOFR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Term Loans made pursuant to this Section 5.1 may a Borrowing shall be applied pro rata among the such Term Loans. Each ; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment in respect of any tranche principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be applied to reduce Term Loans in such order as directed by the Borrower may determinein the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. At Notwithstanding anything to the Borrower’s election contrary contained in connection with this Agreement, any such notice of prepayment pursuant to this Section 5.15.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, such prepayment shall not be applied to any Term Loan the occurrence of a Defaulting LenderChange of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders and (iii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term New Revolving Credit Loans and Swingline Loans, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower Parent Borrower, on behalf of the Borrowers, shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans and Protective Advances), one Business Day prior to or (iii) in the case of Swingline Loans and Protective Advances, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $10,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans and Protective Advances) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Parent Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term New Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders and (iii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, Amendment No. 3 New Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term Revolving Credit Loans and Swingline Loans, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower Parent Borrower, on behalf of the Borrowers, shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) one Business Days) Day prior to, (ii) in the case of ABR Loans (other than Swingline Loans and Protective Advances), one Business Day prior to or (iii) in the case of Swingline Loans and Protective Advances, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $10,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans and Protective Advances) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000500,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Parent Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans as the Borrower may specify. Such notice may be given by telephone; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written notice of prepayment. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce any Term A Loan Repayment Amounts, New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay its Term Loans, Revolving Credit Loans and Swingline Loans, in each case, without premium or penaltypenalty (except as set forth in clause (b) of this Section 5.1), in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, three (3) Business Days) prior toon, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans denominated in Dollars shall be in a minimum amount of $10,000,000, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000, (iii) any Loans denominated in Euro shall be in a minimum amount of €10,000,000, (iv) any Loans denominated in Sterling shall be in a minimum amount of £5,000,000 and (v) Swingline Loans shall be in a multiple minimum amount of $1,000,000 and in 500,000, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 5.1(a) on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 5.1(a) shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) as to any such Class of Term Loans, applied to reduce Term Loans Repayment Amounts thereunder in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.15.1(a), such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Notwithstanding the foregoing, (x) the Borrower may not prepay Replacement Revolving Credit Loans that have been converted from Revolving Credit Loans pursuant to Section 2.14(b)(iii)(a) until the date on which all Revolving Credit Loans that were outstanding on the date of such conversion have been prepaid or repaid and (y) the Borrower may not prepay any Extended Term Loans which were converted from an Existing Class unless either such prepayment is accompanied by a pro rata prepayment of such Existing Class or such Existing Class has been repaid in full.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Term Loans, without premium or penaltyany of the Loans owing by it, in whole or in part part, without premium or penalty (except as specified in subpart (d) below), from time to time on the following terms and conditions and subject to clause (b) and (c) below: (a) the time. The Borrower making such prepayment shall give the Administrative Global Agent and at the Administrative Agent’s Notice Office written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Global Agent) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (in the case of LIBOR Fixed Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given received by the Borrower no later than Global Agent by (ix) 10:00 a.m. 11:00 A.M. (New York City timelocal time at the Notice Office) one three Business Day (orDays prior to the date of such prepayment, in the case of LIBOR any prepayment of Fixed Rate Loans, three or (3y) 11:00 A.M. (local time at the Notice Office) one Business Days) Day prior to, to the date of such prepayment, in the case of any prepayment of Base Rate Loans, and which notice shall promptly be transmitted by the Administrative Global Agent to each of the affected Lenders; provided, however, that (bi) in the case of prepayment of any Borrowings, each partial prepayment of any such Borrowing of Term Loans shall be in a an aggregate principal of at least $5,000,000 (or, if less, the full amount of such Borrowing) or the Dollar Equivalent thereof, or an integral multiple of $1,000,000 and or the Dollar Equivalent thereof in an excess thereof; (ii) no partial prepayment of any Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of at least $5,000,000such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and (ciii) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall shall, unless otherwise specified by the applicable Borrower, be applied to reduce Term repay such Loans in such order as the Borrower may determine. At the Borrower’s election in connection accordance with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender2.14(b).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans, one Business Days) Day prior to, to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term the Class or Classes of Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderspecify.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, in each case, without premium or penaltypenalty (subject to Section 5.01(b)), in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (or, in the case of a LIBOR Loans, 11:00 a.m. (Central time) three Business Days prior to or (3ii) Business Daysin the case of ABR Loans, 11:00 a.m. (Central time) prior toon, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 100,000 and in an aggregate principal amount of at least $5,000,000; 1,000,000, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 5.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 5.01 shall be (a) applied to Term Loans in such manner as the Borrower may determine and (b) applied to reduce Repayment Amounts, and/or any New Term Loans Loan Repayment Amounts, as the case may be, in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Loans, as applicable, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 2:00 p.m. (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans, one (1) Business Days) Day prior to, to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $1,000,000 U.S.$250,000 and in an aggregate principal multiples of U.S.$100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of at least $5,000,000U.S.$250,000 and in multiples of U.S.$100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans; and (c) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with thereto, the applicable provisions Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (1) applied to reduce Term the Class or Classes of Loans in such order as the Borrower may determinespecify and (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. Notwithstanding the foregoing, prior to the six-month anniversary of the Closing Date, all prepayments pursuant to this Section 5.1(a) shall be applied to the outstanding Initial Term B-2 Loans until such Initial Term B-2 Loans, together with all accrued but unpaid interest thereon, have been paid in full. Subject to the immediately preceding sentence, in the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Loan of a Defaulting Lender.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three Business Days prior to each intended prepayment of LIBOR Loans and at one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $2,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($500,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $100,000 in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $2,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrower to make such prepayment on the terms specified therein. Revolving Loans and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term Swingline Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, five (5) Business Days prior to each intended prepayment of LIBOR Loans and at one (1) Business Day prior to each intended prepayment of Base Rate Loans, provided that (i) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (an integral multiple of $100,000 in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrower to make such prepayment on the terms specified therein. Revolving Loans and shall promptly be transmitted by the Administrative Agent to each of the Lenders; Swingline Loans (bbut not Term Loans) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall subsection (a) may be reborrowed, subject to compliance by the Borrower with the applicable provisions terms and conditions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting LenderAgreement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, without premium or penalty, except as set forth in Section 5.1(b), in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York City time) (x) one Business Day prior to (or, in the case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans, three (3) Business Days) prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 500,000 and in an aggregate principal amount of at least $5,000,0001,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than $5,000,000 for LIBOR Loans; and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At Each such notice shall specify the Borrower’s election, prepayments date and amount of Terms such prepayment and the Class(es) and Type(s) of Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loansprepaid. Each prepayment in respect of any tranche Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans the Repayment Amounts (if any) in such order as the Borrower may determine. At determine and may be applied to any Class of Term Loans as directed by the Borrower’s election in connection with any prepayment . For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.15.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment shall not proceeds be applied to any reduce the Repayment Amounts in direct order of maturity and/or a pro-rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of a Defaulting LenderSections 5.2(d) and 5.2(e).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be substantially in the form of Exhibit L (the “Notice of Prepayment”) given by the Borrower no later than 12:00 Noon (i) 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Term SOFR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans, one (1) Business Day prior to or (iii) in the case of Swingline Loans, on, the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; and (b) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a multiple minimum amount of $1,000,000 250,000 and in an aggregate principal multiples of $50,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $5,000,000; 250,000 and in multiples of $50,000 in excess thereof and (ciii) any Swingline Loans shall be in a minimum amount of $100,000 and in multiples of $25,000 in excess thereof; provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to this Section 5.1 on any day other a single Borrowing shall reduce the outstanding Term SOFR Loans made pursuant to such Borrowing to an amount less than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Minimum Borrowing Amount for such Term SOFR Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (1) applied to reduce Term the Class or Classes of Loans in such order as the Borrower may determinespecify and (2) with respect to prepayments of Term Loans, applied to reduce the scheduled amortization payments of the applicable Class of Term Loans, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify in the Notice of Prepayment. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans in the Notice of Prepayment, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Loan of a Defaulting Lender.. 153

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 1:00 p.m., Charlotte, North Carolina time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and at one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrower to make such prepayment on the terms specified therein. Revolving Loans and shall promptly be transmitted by the Administrative Agent to each of the Lenders; Swingline Loans (bbut not Term Loans) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay may repay Revolving Loans, Terms Loans, Additional Term Loans, without premium or penaltySwing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time time, without penalty or premium (except as provided in Section 3.2(b)), on the following terms and conditions and subject to clause (b) and (c) belowconditions: (ai) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (and, in the case of LIBOR Eurodollar Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the Borrower no later than date of such prepayment (i) 10:00 or by 11:00 a.m. (New York City time) one Business Day (or, on the date of prepayment in the case of LIBOR a prepayment of Swing Line Loans, three (3) Business Days) prior to, the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans Swing Line Loans) shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,0005,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; and (ciii) any prepayment repayment of LIBOR Term Loans pursuant to this Section 5.1 a Eurodollar Rate Loan on any a day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Borrower’s electionTerm Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Terms Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans pursuant to this Section 5.1 may and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Section 2.16. Each prepayment in respect Upon receipt by the Agent of any tranche notice provided by the Borrower to voluntarily repay any Revolving Loans and Supplemental Revolving Loans, the Agent shall determine the relative amounts of Term Revolving Loans pursuant and/or Swing Line Loans to be repaid and shall notify the Borrower as to such amounts. The determination by the Agent shall be made at the time it receives a notice of a proposed repayment of Revolving Loans and/or Supplemental Revolving Loans, based on the information the Borrower has provided to the Agent at the time it receives such notice with respect to anticipated repayments of Obligations, and shall be final, conclusive and binding on all parties hereto. The notice provisions, the provisions with respect to the minimum amount of any prepayment and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 5.1 shall 3.2 are for the benefit of the Agent and may be applied to reduce Term Loans in such order as waived unilaterally by the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting LenderAgent.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, without premium or penaltypenalty (other than amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of LIBOR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (i) 10:00 a.m. (New York City timex) one Business Day prior to (or, in the case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans), three (3) Business Days) prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, All prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to under this Section 5.1 shall also be applied subject to reduce Term Loans in such order the provisions of Section 5.2(d) or (e), as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderapplicable.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Loans without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans or Senior Term Loans, one Business Days) Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lendersprepayment; (b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans or Senior Term Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least less than $5,000,000; 5,000,000 and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine2.11 hereof. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, without premium or penalty, in whole or in part part, from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans, one Business Days) Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; Lenders (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least less than $5,000,000; 5,000,000 and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term the Loans in on a pro rata basis based on the aggregate principal amount of Loans outstanding at such order as the Borrower may determinetime. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower (a) At any time and from time to time, the Borrowers shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and at one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrowers to make such prepayment on the terms specified therein. Revolving Loans and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term Swingline Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders and (iii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to reduce the Class or Classes of Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be specify and (b) applied to any reduce Initial Term Loan of a Defaulting Lender.Repayment Amounts, Amendment No. 3

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office (and, in the case of a Swingline Loan, the Swingline Lender) written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to and (3ii) in the case of ABR Loans, one Business Days) Day prior to, to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans in such order as the Borrower may determinespecify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and at one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrower to make such prepayment on the terms specified therein. Revolving Loans and shall promptly be transmitted by the Administrative Agent to each of the Lenders; Swingline Loans (bbut not Term Loans) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Loans without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans, one Business Days) Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lendersprepayment; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least less than $5,000,000; 5,000,000 and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term the Loans in on a pro rata basis based on the aggregate principal amount of Loans outstanding at such order as the Borrower may determinetime. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. The (a) At any time and from time to time, each Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to each intended prepayment of LIBOR Loans and at one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), the date of and shall be irrevocable and shall bind such Borrower to make such prepayment and shall promptly on the terms specified therein, provided that a notice of prepayment in full of the Revolving Loans delivered by any Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be transmitted revoked by such Borrower (by notice to the Administrative Agent on or prior to each the specified effective date) if such condition is not satisfied (provided that such Borrower shall be obligated to pay all amounts required under Section 2.18 to be paid as a consequence of the Lenders; failure to make such prepayment). Revolving Loans and Swingline Loans (bbut not Term Loans) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(b) or Section 5.1(c), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office (and, in the case of a Swingline Loan, the Swingline Lender) written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR ABR Loans, one Business Day prior to and (ii) in the case of SOFR Loans, three (3) U.S. Government Securities Business Days) Days prior to, to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such SOFR Loans and (c3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans in such order as the Borrower may determinespecify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Tranche B-1 Term Loan Repayment Amounts, Tranche B-3-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. ii) The Borrower shall have the right to prepay Term Loans, Deposit L/C Loans, Incremental Deposit L/C Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, subject to Sections 5.1(b) and 5.1(c), in whole or in part part, from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. in the case of Term Loans, Deposit L/C Loans, Incremental Deposit L/C Loans or Revolving Credit Loans, 1:00 p.m. (New York City time) (x) one Business Day prior to (or, in the case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans), three or (3ii) Business Days) prior toin the case of Swingline Loans, 1:00 p.m. (New York City time), the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; relevant Lenders or the Swingline Lender, as the case may be, (b) each partial prepayment of any Borrowing of Term Loans, Deposit L/C Loans, Incremental Deposit L/C Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,0005,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, Delayed Draw Term Loan Repayment Amounts and/or Incremental Term Loan Repayment Amounts, as the case may be, in each case in such order as the Borrower may determine. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(d) or (e), as applicable. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent at any time or from time to time, voluntarily prepay Term Loans, without premium or penalty, Loans in whole or in part from time without premium or penalty (other than as set forth in this Section) if (a) such notice is received by the Administrative Agent not later than 12:00 p.m. three Business Days prior to time on the following terms any date of prepayment; and conditions and subject to clause (b) any partial prepayment is in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice must specify the date and (c) below: (a) the Borrower shall give the amount of such prepayment. The Administrative Agent and at the Administrative Agent’s Office written notice shall promptly notify each Lender of its intent to make receipt of each such prepaymentnotice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Any prepayment of a Loan must be accompanied by (1) all accrued interest thereon, and (in the case of LIBOR Loans2) the specific Borrowing(s) any amount owing pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three (3) Business Days) prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Section 3.05. No Lender may reject any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any voluntary prepayment pursuant to this Section 5.12.05(a). Notwithstanding the foregoing, in the event that, prior to the six-month anniversary of the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces all or any portion of the Loans with the incurrence by the Borrower or any Restricted Subsidiary of any debt financing having an applicable total yield that is less than the effective total yield of the Loans being repaid, refinanced, substituted or replaced or (y) effects any amendment of this Agreement resulting in the Loans having an applicable total yield that is less than the effective total yield of the Loans immediately prior to such amendment, then each Lender shall be paid (1) in the case of clause (x), a prepayment shall not be applied premium equal to any Term Loan 1.0% of the aggregate principal amount of such Loans so repaid, refinanced, substituted or replaced and (2) in the case of clause (y), a Defaulting Lenderfee equal to 1.0% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to and (3ii) in the case of ABR Loans, one Business Days) Day prior to, to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans in such order as the Borrower may determinespecify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amount, any New Term Loan Repayment Amount, and, subject to Section 2.14(g), Extended Term Loan Repayment Amount, as the case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Loans without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans, one Business Days) Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lendersprepayment; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least less than $5,000,000; 5,000,000 and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order the Cash Pay or PIK Loans, as specified by the Borrower may determineon a pro rata basis based on the aggregate principal amount of Cash Pay Loans or PIK Loans, as applicable, outstanding at such time. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to and (3ii) in the case of ABR Loans, one Business Days) Day prior to, to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders, and which notice may be conditioned upon the occurrence of any other transaction and, if such condition is not satisfied on or prior to the date specified in such notice, may be revoked by the Borrower; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $1,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of at least $5,000,0001,000,000 and in multiples of $100,000 in excess thereof; provided that no partial voluntary prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts and any Incremental Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderspecify.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time part, together with accrued interest to time on the following terms and conditions and subject to date of prepayment, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three Business Days prior to each intended prepayment of LIBOR Loans and at one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.19 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior to, the date Interest Period of such prepayment Borrowing pursuant to which made), and shall promptly be transmitted by irrevocable and shall bind the Administrative Agent Borrower to each of make such prepayment on the Lenders; (b) each partial prepayment of any Borrowing of Term terms specified therein. Revolving Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Swingline Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.8(a) (but not Term Loans) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or such other form of notice as may be agreed by the Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR LoansLoans denominated in Dollars, three (3) Business Days) Days prior to, or (ii) in the date case of such prepayment ABR Loans, on the same Business Day and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans denominated in Dollars shall be in a minimum amount of $2,500,000 and in multiples of $500,000 in excess thereof and (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans; (3) in the case of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11; and (4) any such prepayment shall be subject to compliance by the Borrower with payment of the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term LoansPrepayment Premium. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderspecify.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, without premium or penalty, in whole or in part from time to may at any time on the following terms and conditions and subject to clause (b) and (c) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office least five days' prior written notice of its intent to make such prepaymenteach Co-Agent, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three (3) Business Days) prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each voluntarily prepay all or part of the LendersTerm Loan or (ii) voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (bA) each partial prepayment of any Borrowing of Term Loans such prepayments or reductions shall be in a multiple minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount and in (B) the Revolving Loan Commitment shall not be reduced to an aggregate principal amount less than the greater of (I) $75,000,000 and (II) the L/C Sublimit. Borrower may at any time on at least $5,000,000ten days' prior written notice to Co-Agents terminate the Revolving Loan Commitment; provided, that upon such termination all Loans and (c) other Obligations shall be immediately due and payable in full and Borrower shall make arrangements, in accordance with the terms and conditions of Annex B, for the satisfaction of any outstanding Letter of Credit Obligations. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, each Co-Agent's and each Lender's out-of-pocket expenses, and payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided, that any partial prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 Loan made by Borrower shall be applied to reduce Term Loans in such order as prepay the Borrower may determine. At scheduled installments of the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan in inverse order of a Defaulting Lendermaturity.

Voluntary Prepayments. The (a) At any time and from time to time, each Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, (x) four Business Days prior to each intended prepayment of LIBOR Loans denominated in a Foreign Currency, (y) three Business Days prior to each intended prepayment of LIBOR Loans denominated in Dollars or (z) one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis); provided that (i) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 and, if greater, an integral multiple of $500,000 in excess thereof ($100,000 and at $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans); (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof; and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Currency and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of applicable Borrower to make such prepayment on the terms specified therein. Revolving Loans and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term Swingline Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be re-borrowed, subject to compliance by the Borrower with terms and conditions of this Agreement. In the applicable provisions event the Administrative Agent receives a notice of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to prepayment under this Section 5.1 may be applied pro rata among 2.7(a), the Term Loans. Each prepayment in Administrative Agent shall give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Loans (and, on or after the Conversion Date, Converted Term Loans), without premium or penalty, in whole or in part part, from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (ai) the Borrower shall give the Administrative Agent and at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay such prepaymentTerm Loans or Revolving Loans (or, on or after the Conversion Date, Converted Term Loans), the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (iA) 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR any prepayment of Eurodollar Loans, three no later than 12:00 Noon (3New York time) two Business Days) Days prior to, to the date of such prepayment, and (B) in the case of any prepayment of Base Rate Loans, no later than 12:00 Noon (New York time) on the date of such prepayment, and which notice shall promptly be transmitted by the Administrative Agent to each of the LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans shall be (A) in a multiple the case of $1,000,000 and any partial prepayment of Eurodollar Loans, in an aggregate principal amount of at least $5,000,0005,000,000 (and, if greater, in an integral multiple of $1,000,000), provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than $5,000,000 and (B) in the case of any partial prepayment of Base Rate Loans, in an aggregate principal amount of at least $1,000,000 (and, if greater, in an integral multiple of $1,000,000); (iii) concurrently with any prepayment of Eurodollar Loans made pursuant to this Section 3.01 on a day which is not the last day of the Interest Period applicable thereto, the Borrower shall compensate each Bank for any breakage costs owing under Section 1.12 in respect of such prepayment; and (civ) each prepayment in respect of any Term Loans, Converted Term Loans or Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, Converted Term Loans or Revolving Loans. Upon receipt of a notice of prepayment pursuant to this Section 3.01, the Agent shall promptly notify each Bank of LIBOR the contents thereof and of such Bank's ratable share (if any) of such prepayment. The Borrower shall have no right under this Section 3.01 to prepay any principal amount of any Competitive Bid Loans. Any voluntary prepayments of Term Loans or Converted Term Loans pursuant to this Section 5.1 3.01 shall reduce future Term Loan Scheduled Repayments and Converted Term Loan Scheduled Repayments, respectively, on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied a pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderbasis.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice substantially in the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 2:00 p.m. (i) 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans, one (1) Business Days) Day prior to, to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of at least $5,000,000500,000 and in multiples of $100,000 in excess thereof; provided, that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans; and (c) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with thereto, the applicable provisions Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (1) applied to reduce Term the Class or Classes of Loans in such order as the Borrower may determinespecify and (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, without premium or penaltypenalty (other than amounts, if any, required to be paid pursuant to Section 2.11 with respect to 107 prepayments of Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case Type(s) of LIBOR Loans) the specific Borrowing(s) pursuant Revolving Credit Loans to which madebe prepaid, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York, New York City time) one (A) three Business Day Days prior to any date of prepayment of Term SOFR Loans and (or, in the case of LIBOR Loans, three (3B) Business Days) prior to, on the date of such prepayment of ABR Loans and shall be promptly be transmitted by the Administrative Agent to each Appropriate Lender together with each such Lender’s Pro Rata Share of the Lenders; such prepayment, (bb)(A) each partial prepayment of any Borrowing of Term SOFR Loans shall be in a multiple principal amount of $1,000,000 or a whole multiple of the amount of $500,000 in excess thereof; and (B) each partial prepayment of ABR Loans (other than Swing Line Loans and Protective Advances) shall be in an aggregate a principal amount of at least $5,000,000; 500,000 or a whole multiple of the amount of $100,000 in excess thereof or, in each case of clauses (A) and (B), if less, the entire principal amount thereof then outstanding (it being understood that ABR Loans shall be denominated in Dollars only) and (c) any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At Each prepayment of principal of, and interest on, any Loan shall be made in Dollars. Each prepayment of the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 5.1(a) shall be applied paid to reduce Term the Appropriate Lenders in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such order as notice must be received by the Borrower may determine. At Swing Line Lender and the Borrower’s election in connection with Administrative Agent not later than 1:00 p.m. (New York time) on the date of the prepayment and (2) any prepayment pursuant to this Section 5.1, such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of the amount of $25,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Protective Advances in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be applied to any Term Loan in a minimum principal amount of $100,000 or a Defaulting Lender.whole multiple of the amount of $25,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 5.2

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower Borrowers shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR SOFR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such SOFR Loans and (c3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto thereto, the Borrowers shall, promptly after receipt of a written request by any applicable Lender (which request shall be subject set forth in reasonable detail the basis for requesting such amount), pay to compliance by the Borrower with Administrative Agent for the applicable provisions account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrowers may specify and (b) applied to reduce Tranche B-2 Term Loan Repayment Amounts, Tranche B-6 Term Loan Repayment Amounts, Tranche B-4-7 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may determinespecify. At the Borrower’s Borrowers’ election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, ,a Prepayment Notice specifying the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice Prepayment Notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans as the Borrower may specify. Such notice may be given by telephone; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Prepayment Notice of prepayment. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce any Term A Loan Repayment Amounts, New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans, one Business Days) Day prior to, to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term the Class or Classes of Loans as the Borrower may specify, as the case may be, in each case, in such order as the Borrower may determinespecify. At Notwithstanding the Borrower’s election in connection with foregoing, the Borrower may not repay Extended Term Loans of any prepayment pursuant to this Section 5.1, Extension Series unless such prepayment shall not be applied to any is accompanied by at least a pro rata repayment of Loans of the Existing Class from which such Extended Term Loan Loans were converted (or such Loans of a Defaulting Lenderthe Existing Class have otherwise been repaid in full).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce any Initial Term Loans Loan Repayment Amounts, anyTerm A Loan Repayment Amounts, New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, without Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three (3x) Business Days) prior to, on the date of such prepayment and shall promptly be transmitted by (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to the date of such prepayment (in the case of Eurodollar Loans), and, in each case, the Administrative Agent to shall promptly notify each of the Lenders; relevant Lenders or the relevant Swingline Lender, as the case may be, (b2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 500,000 and in an aggregate principal amount of at least $5,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (c3) any prepayment of LIBOR Term Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At Each such notice shall specify the Borrower’s election, prepayments date and amount of Terms such prepayment and the Class(es) and Type(s) of Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loansprepaid. Each prepayment in respect of any tranche Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans the Repayment Amounts in such order as the Borrower may determinedetermine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the Repayment Amounts in direct order of maturity and on a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to voluntarily prepay Term Loans, without premium or penalty, Advances in whole or in part from time upon giving two (2) Business Days’ prior written notice to time on the following terms and conditions and subject Agent; provided, however, with respect to clause (b) and (c) below: (a) the Swing Line Loans comprised of Alternate Base Rate Advances, Borrower shall give have the Administrative right to prepay such Advances in whole or in part upon giving notice to the Agent and at the Administrative Agent’s Office written notice of its intent prior to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 2:00 p.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three (3) Business Days) prior to, on the date of such prepayment and prepayment. Upon receipt of such notice, the Agent shall promptly be transmitted by the Administrative Agent to notify each Lender of the contents thereof and of such Lender’s percentage participation of such prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein and (a) no LIBOR Rate Advance may be prepaid prior to the last day of its Interest Period unless, simultaneously therewith, the Borrower pays to the Agent for the benefit of the affected Lenders, all sums due under Section 2.15 hereof; and (b) each partial prepayment shall be made (i) in the case of any Borrowing LIBOR Rate Advance denominated in Dollars, in the minimum amount of Term Loans shall be $250,000 and integral multiples of $100,000, (ii) in the case of any LIBOR Rate Advance denominated in Sterling, in the minimum amount of £250,000 and integral multiples of £100,000, and (iii) in the case of a prepayment of an Alternate Base Rate Advance, in a multiple minimum aggregate amount of $1,000,000 250,000 and integral multiples of $100,000 (or, in an each case, if less, the aggregate principal amount of at least $5,000,000; and (c) any the outstanding balance). The prepayment of LIBOR the Term Loans Loan pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto 2.07 shall be subject applied to compliance the remaining principal installments of the Term Loan in order of maturity in order of maturity and to the Term Loan Lenders on a ratable basis until repayment of the Term Loan in full. The amount of the Term Loan may not be reborrowed and each Lenders’ Term Loan shall proportionately and permanently be reduced by the Borrower with amount of the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans Term Loan prepaid pursuant to this Section 5.1 2.07. Prepayments of any Revolving Credit Loan under this Section 2.07 may be applied pro rata among reborrowed until the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting LenderMaturity Date.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Loans without premium or penaltypenalty (subject to clause (b) below), in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (ai) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) (x) one Business Day prior to such prepayment (or, in the case of ABR Loans) or (y) three Business Days prior to such prepayment (in the case of LIBOR Loans, three (3) Business Days) prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; , (bii) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 500,000 and in an aggregate principal amount of at least $5,000,0001,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (ciii) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 5.1(a) on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At Each such notice shall specify the Borrower’s election, prepayments date and amount of Terms such prepayment and the Class(es) and Type(s) of Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loansprepaid. Each prepayment in respect of any tranche Class of Term Loans pursuant to this Section 5.1 5.1(a) shall be applied to reduce Term Loans the Repayment Amounts in such order as the Borrower may determine. At determine and may be applied to any Class of Term Loans as directed by the Borrower’s election in connection with any prepayment . For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.15.1(a) without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment shall not proceeds be applied to any Term Loan reduce the Repayment Amounts in direct order of maturity and/or a Defaulting Lenderpro rata basis among Classes.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office (and, in the case of a Swingline Loan, the Swingline Lender) written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans, one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to reduce the Class or Classes of Term Loans in such order as the Borrower may determine. At specify (and pro rata to the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be Lenders within each Class) and (b) applied to any reduce Initial Term Loan of Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may specify (and pro rata to the Lenders within each Class); provided that Extended Term Loans may be prepaid on a Defaulting Lenderpro rata basis (but not a greater than pro rata basis) with the Existing Term Loan Class from which they were converted.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, including Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to, or (iii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000500,000 and in multiplies of $100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. 107 National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower Borrowers shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR SOFR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such SOFR Loans and (c3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto thereto, the Borrowers shall, promptly after receipt of a written request by any applicable Lender (which request shall be subject set forth in reasonable detail the basis for requesting such amount), pay to compliance by the Borrower with Administrative Agent for the applicable provisions account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrowers may specify and (b) applied to reduce Tranche B-2 Term Loan Repayment Amounts, Tranche B-5 Term Loan Repayment Amounts, Tranche B-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may determinespecify. At the Borrower’s Borrowers’ election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, without premium or penaltypenalty (other than amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case Type(s) of LIBOR Loans) the specific Borrowing(s) pursuant Revolving Credit Loans to which madebe prepaid, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York, New York City time) one (A) three Business Day Days prior to any date of prepayment of Term SOFR Loans and (or, in the case of LIBOR Loans, three (3B) Business Days) prior to, on the date of such prepayment of ABR Loans and shall be promptly be transmitted by the Administrative Agent to each Appropriate Lender together with each such Lender’s Pro Rata Share of the Lenders; such prepayment, (bb)(A) each partial prepayment of any Borrowing of Term SOFR Loans shall be in a multiple principal amount of $1,000,000 or a whole multiple of the amount of $500,000 in excess thereof; and (B) each partial prepayment of ABR Loans (other than Swing Line Loans and Protective Advances) shall be in an aggregate a principal amount of at least $5,000,000; 500,000 or a whole multiple of the amount of $100,000 in excess thereof or, in each case of clauses (A) and (B), if less, the entire principal amount thereof then outstanding (it being understood that ABR Loans shall be denominated in Dollars only) and (c) any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At Each prepayment of principal of, and interest on, any Loan shall be made in Dollars. Each prepayment of the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 5.1(a) shall be applied paid to reduce Term the Appropriate Lenders in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such order as notice must be received by the Borrower may determine. At Swing Line Lender and the Borrower’s election in connection with Administrative Agent not later than 1:00 p.m. (New York time) on the date of the prepayment and (2) any prepayment pursuant to this Section 5.1, such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of the amount of $25,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 131 (c) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Protective Advances in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be applied to any Term Loan in a minimum principal amount of $100,000 or a Defaulting Lender.whole multiple of the amount of $25,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 5.2

Voluntary Prepayments. The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, a Prepayment Notice specifying the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice Prepayment Notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Term SOFR Loans, three (3) two U.S. Government Securities Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such Term SOFR Loans, and (c3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans as the Borrower may specify. Such notice may be given by telephone; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Prepayment Notice. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce any Term A Loan Repayment Amounts, New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time part, together with accrued interest to time on the following terms and conditions and subject to date of prepayment, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no not later than (i) 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, 12:00 p.m. three (3) U.S. Government Securities Business DaysDays prior to each intended prepayment of SOFR Loans and one (1) Business Day prior toto each intended prepayment of Base Rate Loans, the date of unless such prepayment and shall promptly be transmitted notice requirement is shortened by the Administrative Agent to each of the LendersAgent; provided that (bi) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least not less than $5,000,000; 500,000 or, if greater, an integral multiple of $100,000 in excess thereof in the case of SOFR Loans and an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof in the case of Base Rate Loans, (ii) no partial prepayment of SOFR Loans made pursuant to any single Borrowing shall reduce the outstanding principal amount of the remaining SOFR Loans under such Borrowing to less than $500,000 or to any greater amount not an integral multiple of $100,000 in excess thereof, and (ciii) any unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of LIBOR Term a SOFR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of SOFR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be reborrowed, subject to compliance by the Borrower with terms and conditions of this Agreement. In the applicable provisions event the Administrative Agent receives a notice of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to prepayment under this Section 5.1 may be applied pro rata among 2.7(a), the Term Loans. Each prepayment in Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. The Borrower (a) At any time and from time to time, the Borrowers shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., three Business Days prior to each intended prepayment of LIBOR Loans and at one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis); provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 3.5 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), the date of such prepayment and shall promptly be transmitted by irrevocable and shall bind the Administrative Agent Borrowers to each of make such prepayment, jointly and severally, on the Lenders; (b) each partial prepayment of any Borrowing of Term terms specified therein. Revolving Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Swingline Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans, the Loans without premium or penalty, subject to clause (c) below, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower Borrowers shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than (i) 10:00 a.m. 3:00 p.m. (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans, one Business Days) Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000less than the applicable Minimum Borrowing Amount for such LIBOR Loans; and (c) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with the applicable provisions of Section 2.11. At the Borrower’s electionBorrowers shall, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan after receipt of a Defaulting Lenderwritten request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOR Loan.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans, one Business Days) Day prior to, to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans as the Borrower may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, without premium or penalty, in whole or in part may at any time and from time to time (i) voluntarily prepay all or part of the Advances, (ii) on at least five (5) Business Days’ prior written notice to Administrative Agent, permanently reduce (but not terminate the following terms and conditions and subject to clause (bRevolving Loan Commitment except in accordance with the provisions below) the aggregate Revolving Loan Commitment and/or Delayed Draw Term B Loan Commitment and (ciii) below: on at least two (a2) the Borrower shall give the Administrative Agent and at the days’ prior written notice to Administrative Agent’s Office written notice , voluntarily prepay all or part of its intent to make the Term Loans or the Incremental Term Loan; provided, however, that (A) any such prepayment, the prepayments or reductions shall be in a minimum amount of $250,000 and integral multiples of $50,000 in excess of such prepayment and (amount in the case of LIBOR Loansthe Advances and Revolving Loan Commitment (or such lesser amount outstanding), (B) the specific Borrowing(s) pursuant to which made, which notice any such prepayments or reductions shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (or, in a minimum amount of $2,500,000 and integral multiples of $1,000,000 in excess of such amount in the case of LIBOR Loansthe Term Loans and the Incremental Term Loan (or such lesser amount outstanding), three and (3C) any such reduction in the Revolving Loan Commitment shall only be permitted if, after giving effect thereto, Borrowing Availability less the aggregate outstanding principal balance of Advances shall not be less than $2,500,000. In addition, Borrower may at any time on at least five (5) Business Days) ’ prior to, written notice to Administrative Agent terminate the Revolving Loan Commitment; provided that upon the effective date of such termination, the entire portion of the principal amount of the Revolving Loan then outstanding and all other Revolver Obligations shall be immediately due and payable in full. Any such voluntary (or, per the immediately preceding sentence, required) prepayment of the Advances, the Term Loans and/or the Incremental Term Loan and any such reduction or termination of the Revolving Loan Commitment or Delayed Draw Term B Commitment must be accompanied by the payment of the fee required by Section 2.6(b), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 2.10, if any, plus, to the extent applicable, a premium as required by Section 2.3(g). Upon any such prepayment and shall promptly be transmitted by the Administrative Agent to each reduction or termination of the LendersRevolving Loan Commitment Borrower’s right to request Advances and Letters of Credit shall simultaneously be permanently reduced or terminated, as the case may be; (b) each upon any such reduction or termination of the Delayed Draw Term B Loan Commitment Borrower’s right to request Delayed Draw Term B Loans shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied, provided that Protective Advances and interest thereon must be repaid before any prepayment is applied to any other Loan and any partial prepayment of any Borrowing of the Term Loans shall be in a multiple or the Incremental Term Loan made by or on behalf of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the remaining scheduled installments of the Term Loans in such order as and the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Incremental Term Loan (including, in each case, the final installment due on each of a Defaulting Lenderthe Term A Loan Maturity Date, the Delayed Draw Term B Loan Maturity Date and the maturity date with respect to the Incremental Term Loan) in the inverse order of maturity as to remaining installments (pro rata among Term A Loan, the Delayed Draw Term B Loan and the Incremental Term Loan based on the outstanding principal balances thereof). All reductions of the Revolving Loan Commitment shall be shared by the Revolving Lenders based on their Pro Rata Shares of the Revolving Loan Commitment.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time part, together with accrued interest to time on the following terms and conditions and subject to date of prepayment, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m. three Business Days prior to each intended prepayment of LIBOR Loans and at one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.19 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans 11863223v8 24740.00050 to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior to, the date Interest Period of such prepayment Borrowing pursuant to which made), and shall promptly be transmitted irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein, subject to any condition specified in such notice. Any such notice delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Administrative Agent on or prior to each of the Lenders; (bspecified effective date) each partial prepayment of any Borrowing of Term if such condition is not satisfied. Revolving Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Swingline Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.8(a) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term Loans, without premium or penaltythe Loans of any Class, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Local Time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and at one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrower to make such prepayment on the terms specified therein. Revolving Loans and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term Swingline Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term LoansLoans of any Class, in each case, without premium or penaltypenalty (other than as set forth in Section 5.1(b)), in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR EurocurrencySOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 12:00 Noon (New York City time) in the case of EurocurrencySOFR Loans, three Business Days prior to the date of such prepayment or (ii) 11:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR ABR Loans, three (3) one Business Days) Day prior to, to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term EurocurrencySOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $500,000 in excess thereof, provided that no partial prepayment of EurocurrencySOFR Loans made pursuant to a single Borrowing shall reduce the outstanding EurocurrencySOFR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000less than the applicable Minimum Borrowing Amount for such EurocurrencySOFR Loans; and (c3) in the case of any prepayment of LIBOR Term EurocurrencySOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At Notwithstanding the Borrower’s election in connection with foregoing, the Borrower may not repay Extended Term Loans of any prepayment pursuant to this Section 5.1, Extension Series unless such prepayment shall not be applied to any is accompanied by at least a pro rata repayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were converted (or such Term Loans of a Defaulting Lenderthe Existing Term Loan Class have otherwise been repaid in full).

Voluntary Prepayments. The Borrower shall have the right to prepay Term Revolving Credit Loans and Swingline Loans, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. in the case of a LIBOR Loans, 12:00 noon (New York City time) one three Business Day Days prior to or (or, ii) in the case of LIBOR ABR Loans, three 12:00 noon (3New York City time) Business Days) prior toon, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Revolving Credit Loans shall be in a multiple of $1,000,000 100,000 and in an aggregate principal amount of at least $5,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $250,000, provided that no partial prepayment of LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Revolving Credit Loans and (c) any prepayment of LIBOR Term Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay its Term Loans, without premium or penaltypenalty (except as set forth in clause (c) of this Section 5.1), in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, in the case of LIBOR Loans, three (3) Business Days) prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $1,000,000 and 10,000,000, (ii) any ABR Loans shall be in an aggregate principal a minimum amount of at least $5,000,000; 1,000,000, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 5.1(a) on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.15.1(a), such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and at one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrower to make such prepayment and shall promptly be transmitted by on the Administrative Agent to each terms specified therein, provided that a notice of prepayment in full of the Lenders; (b) each partial prepayment of any Borrowing of Term Revolving Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance delivered by the Borrower with may state that such notice is conditioned upon the applicable provisions effectiveness of Section 2.11. At other credit facilities, a public offering of Capital Stock of the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.Parent or

Voluntary Prepayments. The At any time and from time to time, the --------------------- Borrower shall have the right to prepay Term the Revolving Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: ), upon written notice (aor oral notice promptly confirmed in writing) the Borrower shall give given to the Administrative Agent not later than 1:00 p.m., Charlotte time, three (3) Business Days prior to each intended prepayment, provided that (i) each partial -------- prepayment shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and at the Administrative Agent’s Office written notice (iii) unless made together with all amounts required under SECTION 2.18 to be paid as a consequence of its intent to make such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice (each, a "Notice of Prepayment") shall be given in the form of EXHIBIT C (or, if oral notice is given, shall be promptly followed with a writing in the form of EXHIBIT C), shall specify the proposed date of such prepayment and the aggregate principal amount and Type of Revolving Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Notwithstanding the foregoing provisions of this Section, the Borrower may prepay the Swingline Loans at any time and from time to time after the date hereof, in whole or in part, without premium or penalty, upon written notice (3or oral notice promptly confirmed in writing) Business Days) prior todelivered to the Administrative Agent no later than 1:00 p.m., Charlotte time, on the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) prepayment, provided that each partial prepayment of any Borrowing of Term Swingline Loans shall -------- be in a multiple of $1,000,000 and in an aggregate principal amount of at least not less than $5,000,000; 500,000 or, if greater, an integral multiple of $250,000 in excess thereof. Revolving Loans and (c) any prepayment of LIBOR Term Swingline Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall may be reborrowed, subject to compliance by the Borrower with terms and conditions of this Agreement. Each prepayment of the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to the provisions of this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderprincipal amount held by each.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and at one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrower to make such prepayment and shall promptly be transmitted by on the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term terms specified therein. Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term Revolving Credit Loans and Swingline Loans, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower Parent Borrower, on behalf of the Borrowers, shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than (i) 10:00 a.m. 1:00 p.m. (New York City time) one Business Day (or, i) in the case of LIBOR Term SOFR Loans, three (3) one Business Days) Day prior to, (ii) in the case of ABR Loans (other than Swingline Loans and Protective Advances), one Business Day prior to or (iii) in the case of Swingline Loans and Protective Advances, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a multiple minimum amount of $10,000,000, (ii) any ABR Loans (other than Swingline Loans and Protective Advances) shall be in a minimum amount of $1,000,000 and (iii) Swingline Loans shall be in an aggregate principal a minimum amount of at least $5,000,000500,000; provided that no partial prepayment of Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Term SOFR Loans and (c) any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Parent Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the BorrowerParent Xxxxxxxx’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to or (3ii) in the case of ABR Loans, one (1) Business DaysDay prior to the date of such prepayment or (iii) prior toin the case of Swingline Loans, on, the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $1,000,000 250,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $5,000,000250,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $50,000 and in multiples of $50,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans; and (c) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with thereto, the applicable provisions Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (1) applied to reduce Term the Class or Classes of Loans in such order as the Borrower may determinespecify and (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and/or Revolving Loans and/or Swingline Loans, in whole or in part, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (ai) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given received by the Borrower no later than (i) 10:00 a.m. Administrative Agent by 11:00 A.M. (New York City time) one Business Day prior to the date of such prepayment (oror 11:00 A.M. on the date of prepayment, in the case of LIBOR Swingline Loans), three (3) Business Days) prior to, the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (bii) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any 1,000,000 in the case of Eurodollar Loans, $500,000 in the case of ABR Loans or $100,000 in the case of Swingline Loans, provided that no partial prepayment of LIBOR Term Eurodollar Loans made pursuant to this Section 5.1 on any day other a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than the last day Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms any Loans made pursuant to this Section 5.1 may a Borrowing shall be applied pro rata among the Term such Loans. Each ; and (iv) each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 4.1 shall be applied to reduce Term Loans in such order the then remaining Scheduled Repayments thereof as the Borrower may determine. At directed by the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (bC) below), (i) pursuant to the Sweep Program, if such program is in effect, with respect to Swingline Loans, or (ii) otherwise upon written notice given to the Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than LIBOR Market Index Loans and Swingline Loans, which may be prepaid on a same-day basis), provided that (A) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof ($500,000 and $100,000, respectively, in the case of Swingline Loans), (B) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (cC) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice unless made together with all amounts required under Section 2.18 to be paid as a consequence of its intent to make such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrower to make such prepayment and shall promptly be transmitted by on the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term terms specified therein. Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall subsection (a) may be reborrowed, subject to compliance by the Borrower with the applicable provisions terms and conditions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting LenderAgreement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, other than as set forth in Section 4.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice substantially in the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 2:00 p.m. (i) 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three (3) Business DaysDays prior to or (ii) in the case of ABR Loans, one (1) Business Day prior to, to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of at least $5,000,000500,000 and in multiples of $100,000 in excess thereof; provided, that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans; and (c) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with thereto, the applicable provisions Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (1) applied to reduce Term the Class or Classes of Loans in such order as the Borrower may determinespecify and (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay its Term Loans, Revolving Loans and Swingline Loans, as applicable, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New 104 York City time) one Business Day (or, i) in the case of LIBOR Loans denominated in Dollars or Euro, three Business Days prior to, (ii) in the case of LIBOR Loans denominated in an Alternative Currency, four Business Days prior to, (iii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iv) in the case of Swingline Loans, three (3) Business Days) prior toon, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans denominated in Dollars or any Alternative Currency other than Euro shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, (iii) any Loans denominated in Euro shall be in a minimum amount of €5,000,000 and in multiples of €1,000,000 in excess thereof and (iv) Swingline Loans shall be in a multiple minimum amount of $1,000,000 500,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s electionSubject to Section 2.14(g), prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify; provided that Extended Term Loans may be prepaid on a pro rata basis or less than pro rata basis (but not a greater than pro rata basis) with the Existing Term Loan Class from which they were converted. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower Borrowers shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto thereto, the Borrowers shall, promptly after receipt of a written request by any applicable Lender (which request shall be subject set forth in reasonable detail the basis for requesting such amount), pay to compliance by the Borrower with Administrative Agent for the applicable provisions account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrowers may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, Delayed Draw Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may determinespecify. At the Borrower’s Borrowers’ election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower (a) At any time and from time to time, the Borrowers shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and at one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrowers to make such prepayment on the terms specified therein. Revolving Loans and shall promptly be transmitted by the Administrative Agent to each of the Lenders; Swingline Loans (bbut not Term Loans) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.7(a) may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or such other form of notice as may be agreed by the Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, the date of to such prepayment and shall promptly be transmitted by or (ii) in the Administrative Agent case of ABR Loans one Business Day prior to each of the Lenderssuch prepayment; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $2,500,000 and in multiples of $500,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans; (3) in the case of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11 and (4) any such prepayment shall be subject to compliance by the Borrower with payment of the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term LoansPrepayment Premium if then applicable. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment 103 Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderspecify.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower Borrowers shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR SOFR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such SOFR Loans and (c3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto thereto, the Borrowers shall, promptly after receipt of a written request by any applicable Lender (which request shall be subject set forth in reasonable detail the basis for requesting such amount), pay to compliance by the Borrower with Administrative Agent for the applicable provisions account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrowers may specify and (b) applied to reduce Tranche B-2 Term Loan Repayment Amounts, Tranche B-5 Term Loan Repayment Amounts, Tranche B-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may determinespecify. At the Borrower’s Borrowers’ election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.. 107

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York City time) one Business Day (or, i) in the case of LIBOR Eurodollar Loans, three Business Days prior to, and (3ii) in the case of ABR Loans, one Business Days) Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term Eurodollar Loans shall be in a multiple minimum amount of $1,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of at least $5,000,0001,000,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such Eurodollar Loans, and (c3) in the case of any prepayment of LIBOR Term Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(h), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determine. At specify; provided that, in the Borrower’s election event the Borrower does not specify the manner in connection with which any prepayment pursuant to this Section 5.1of Term Loans shall be applied, such prepayment amount shall not be applied to any reduce the Repayment Amounts in the direct order of maturity and on a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of a Defaulting LenderSections 5.2(d) and 5.2(e).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(b) or Section 5.1(c), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office (and, in the case of a Swingline Loan, the Swingline Lender) written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans or SOFR Loans, as applicable) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to and, (3ii) in the case of ABR Loans, one Business DaysDay prior to and (iii) in the case of SOFR Loans, three U.S. Government Securities Business Days prior to, to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans or SOFR Loans, as applicable, shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans or SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans or SOFR Loans, as applicable, made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans or SOFR Loans, as applicable, and (c3) in the case of any prepayment of LIBOR Term Loans or SOFR Loans, as applicable, pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans in such order as the Borrower may determinespecify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Tranche B-1 Term Loan Repayment Amounts, Tranche B-3 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. a m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three (3) Business Days) prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (ai) the Borrower shall give the Administrative Agent and at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are A Term Loans, B Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. prior to 3:00 P.M. (New York City time) (x) at least one Business Day (or, in the case of LIBOR Loans, three (3) Business Days) prior to, to the date of such prepayment in the case of Term Loans or Revolving Loans and shall (y) on the date of such prepayment in the case of Swingline Loans, which notice shall, except in the case of Swingline Loans, promptly be transmitted by the Administrative Agent to each of the LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; 500,000 (or $25,000 in the case of Swingline Loans) and in increments of $100,000 (cor $10,000, in the case of Swingline Loans) any in excess thereof, PROVIDED that no partial prepayment of LIBOR Term Eurodollar Loans made pursuant to this Section 5.1 on any day other a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than the last day of an Interest Period Minimum Borrowing Amount applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each thereto; (iii) each prepayment in respect of any tranche of Term Loans made pursuant to this Section 5.1 a Borrowing shall be applied to reduce Term Loans in PRO RATA among such order as the Borrower may determine. At Loans, PROVIDED that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.14.01(a), such prepayment shall not be applied to any Term Loan Revolving Loans of a Defaulting LenderBank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Revolving Percentage of all Revolving Loans then outstanding; (iv) each prepayment of Term Loans pursuant to this Section 4.01(a) must consist of a prepayment of A Term Loans (in an amount equal to the A TL Percentage of such prepayment) and B Term Loans (in an amount equal to the B TL Percentage of such prepayment); (v) each prepayment of A Term Loans pursuant to this Section 4.01(a) shall reduce the then remaining Scheduled A Repayments on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled A Repayment); and (vi) each prepayment of B Term Loans pursuant to this Section 4.01(a) shall reduce the then remaining Scheduled B Repayments on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled B Repayment).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, including Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) threetwo Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to, or (iii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000500,000 and in multiplies of $100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term Loans, including Revolving Loans and Swingline Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to and (3ii) Business Days) prior toin the case of ABR Loans, on the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof (or an amount that represents the entire remaining amount of such Borrowing or as otherwise reasonably agreed by the Administrative Agent) and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof (or an aggregate principal amount that represents the entire remaining amount of at least $5,000,000; such Borrowing or as otherwise reasonably agreed by the Administrative Agent), provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans , and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Revolving Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower Borrowers shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR SOFR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such SOFR Loans and (c3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto thereto, the Borrowers shall, promptly after receipt of a written request by any applicable Lender (which request shall be subject set forth in reasonable detail the basis for requesting such amount), pay to compliance by the Borrower with Administrative Agent for the applicable provisions account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrowers may specify and (b) applied to reduce Tranche B-2 Term Loan Repayment Amounts, Tranche B-5-6 Term Loan Repayment Amounts, Tranche B-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may determinespecify. At the Borrower’s Borrowers’ election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay its Term Loans, Revolving Loans and Swingline Loans, as applicable, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 Noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans denominated in Dollars or Euro, three Business Days prior to, (ii) in the case of LIBOR Loans denominated in an Alternative Currency, four Business Days prior to, (iii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iv) in the case of Swingline Loans, three (3) Business Days) prior toon, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans denominated in Dollars or any Alternative Currency other than Euro shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, (iii) any Loans denominated in Euro shall be in a minimum amount of €5,000,000 and in multiples of €1,000,000 in excess thereof and (iv) Swingline Loans shall be in a multiple minimum amount of $1,000,000 500,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s electionSubject to Section 2.14(g), prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify; provided that Extended Term Loans may be prepaid on a pro rata basis or less than pro rata basis (but not a greater than pro rata basis) with the Existing Term Loan Class from which they were converted. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay its Term Loans, Revolving Credit Loans and Swingline Loans, in each case, without premium or penaltypenalty (except as set forth in clause (b) of this Section 5.1), in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans denominated in Dollars, three Business Days prior to, (ii) in the case of Loans denominated in an Alternative Currency, four Business Days prior to, (iii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iv) in the case of Swingline Loans, three (3) Business Days) prior toon, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans denominated in Dollars shall be in a minimum amount of $10,000,000, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000, (iii) any Loans denominated in Euro shall be in a minimum amount of €10,000,000, (iv) any Loans denominated in Sterling shall be in a minimum amount of £5,000,000 and (v) Swingline Loans shall be in a multiple minimum amount of $1,000,000 and in 500,000, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000; less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 5.1(a) on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 5.1(a) shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) as to any such Class of Term Loans, applied to reduce Term Loans Repayment Amounts thereunder in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.15.1(a), such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.. Notwithstanding the foregoing, (x) the Borrower may not prepay Replacement Revolving Credit Loans that have been converted from Revolving Credit Loans pursuant to Section 2.14(b)(iii)(a) until the date on which all Revolving Credit Loans that were outstanding on the date of such conversion have been prepaid or repaid and (y) the Borrower may not prepay any Extended Term Loans which were converted from an Existing Class unless either such prepayment is accompanied by a pro rata prepayment of such Existing Class or such Existing Class has been repaid in full:

Voluntary Prepayments. The Borrower shall have from time to time may voluntarily prepay the right to prepay Term Loans, without premium or penalty, Loans in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) below: (a) part; provided, however, that the Borrower shall give must notify the Administrative Agent and not later than 12:00 noon on a Business Day that is at the Administrative Agent’s Office written notice of its intent least 1 Business Day prior to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to any date on which made, which notice shall be given by the Borrower no later than will make a voluntary prepayment of any LIBOR Loan. In the event of either mandatory prepayment under Section 2.9(d) or voluntary prepayment hereunder (i) 10:00 a.m. any prepayment of Loans shall be applied against outstanding Loans of each Lender pro rata according to each Lender’s Percentage, (New York City timeii) one each prepayment of the Loans shall be made to the Administrative Agent not later than 2:00 p.m. on a Business Day (orDay, in the case of LIBOR Loans, three (3) Business Days) prior to, the date of such prepayment and funds received after that hour shall promptly be transmitted deemed to have been received by the Administrative Agent to each of on the Lenders; next following Business Day, (biii) each partial prepayment of any Borrowing LIBOR Loans shall be accompanied by accrued interest on such partial prepayment through the date of Term prepayment and additional compensation calculated in accordance with Section 2.18, (iv) each partial prepayment of LIBOR Loans shall be in an aggregate amount equal to the applicable minimum Loan amount specified in Section 2.4 and, after application of any such prepayment, shall not result in a LIBOR Loan remaining outstanding in an amount less than such minimum Loan amount, and (v) each partial prepayment of ABR Loans shall be in an aggregate amount equal to $100,000 or a higher integral multiple of $1,000,000 and 100,000, unless (in an either case) the aggregate principal amount outstanding balance of at least $5,000,000; and (c) all Loans being prepaid is less than such minimum Loan amount, in which event any such prepayment of LIBOR Term Loans pursuant to may be in such lesser amount. Unless otherwise provided in this Section 5.1 on any day Agreement or the other than the last day of an Interest Period applicable thereto shall be subject to compliance by Loan Documents, prepayments from the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied first to reduce Term the principal of ABR Loans in and then to the principal of LIBOR Loans (and, among such order as LIBOR Loans, first to those with the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderearliest expiring Interest Periods).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three Business Days prior to and (3ii) Business Days) prior toin the case of ABR Loans, on the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof (or an amount that represents the entire remaining amount of such Borrowing or as otherwise reasonably agreed by the Administrative Agent) and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof (or an aggregate principal amount that represents the entire remaining amount of at least $5,000,000; such Borrowing or as otherwise reasonably agreed by the Administrative Agent), provided that no partial prepayment of LIBOR Loans made (or deemed to have been made) pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made (or deemed to have been made) pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans , and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders and (iii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans shall be in a multiple minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000; 500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (c3) in the case of any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loans Loan Repayment Amounts, Amendment No. 6 New Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determinespecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Loans, as applicable, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or such other form of notice as may be agreed by the Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans and Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR LIBORTerm SOFR Loans denominated in Dollars and Term SOFR Loans, three (3) Business Days) Days prior to, (ii) in the date case of such prepayment and shall promptly be transmitted by LIBORRevolving Loans denominated in an Alternative Currency, four Business Days prior to, or (iii) in the Administrative Agent to each case of ABR Loans, on the Lenderssame Business Day; (b2) each partial prepayment of (i) any Borrowing of LIBOR Loans or Term SOFR Loans, as applicable, denominated in Dollars or Revolving Loans denominated in any Alternative Currency shall be in a minimum amount of the Dollar Equivalent of $2,500,000 and in multiples of the Dollar Equivalent of $500,000 in excess thereof, and (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans or Term SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans or Term SOFR Loans, as applicable, made 129 pursuant to such Borrowing to an aggregate principal amount of at least $5,000,000less than the applicable Minimum Borrowing Amount for such LIBOR Loans or Term SOFR Loans, as applicable; and (c3) in the case of any prepayment of LIBOR Loans or Term Loans SOFR Loans, as applicable, pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify (but ratably to the Lenders of such Class) and (b) applied to reduce Initial Term Loan Repayment Amounts, 2023 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. Each prepayment in respect of any Revolving Loans pursuant to this Section 5.1 shall be applied to reduce Term the Class or Classes of Revolving Loans in such order as the Borrower may determinespecify (but ratably to the Lenders of such Class). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, without premium or penalty, in whole or in part may at any time and from time to time (i) on the following terms and conditions and subject prior written notice to clause (b) and (c) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and no later than (x) in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (or, in the case any prepayment of LIBOR Term Benchmark Loans, three (3) U.S. Government Securities Business DaysDays prior to the applicable prepayment date, and (y) prior toin the case of any prepayment of Alternate Base Rate Loans, 10:00 a.m. New York time on the date of such applicable prepayment and shall promptly be transmitted by the Administrative Agent to each date, voluntarily prepay all or part of the Lenders; (bAdvances or Term Loans and subject to any amounts payable pursuant to Section 2.3(g) each partial prepayment of any Borrowing and, in the case of Term Benchmark Loans prepaid prior to the last day of the relevant Interest Period, reimbursement of redeployment costs (other than loss of profits) in accordance with Section 2.10 and (ii) on at least three (3) days’ prior written notice to Administrative Agent, permanently reduce in part (but not terminate except in accordance with the provisions below of this clause (a)) the Revolving Loan Commitment; provided, however, that (A) any such prepayments or reductions shall be in a multiple minimum amount of $1,000,000 500,000 and integral multiples of $100,000 in an aggregate excess of such amount in the case of the Advances and Revolving Loan Commitments (or such lesser amount outstanding) and (B) any such prepayments or reductions shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount in the case of the Term Loans (or such lesser amount outstanding). In addition, the Borrower may at any time from time to time on at least three (3) days’ prior written notice to Administrative Agent, terminate the Revolving Loan Commitment in whole or in part; provided that upon such termination, the portion of the principal amount of at least $5,000,000; the Revolving Loan then outstanding in excess of the Revolving Loan Commitments (after giving effect to the Revolving Commitments so terminated) shall be immediately due and payable in full. Any such voluntary (cor, per the immediately preceding sentence, required) any prepayment of LIBOR the Advances and/or the Term Loans pursuant and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of the fees required by Sections 2.3(g) and 2.6(b), if any, on the Advances and/or the Term Loans prepaid, plus the payment of any funding breakage costs in accordance with Section 2.11. Notwithstanding anything to this Section 5.1 the contrary contained herein and for the avoidance of doubt, any voluntary prepayment or commitment reduction may be made contingent upon, or subject to, the occurrence of a refinancing of all or any part of the Obligations or commitments or other event or transaction. Upon any such reduction or termination of the Revolving Loan Commitment, Xxxxxxxx’s right to request Advances shall simultaneously be permanently reduced or terminated by the amount of such reduction or termination. Each Notice of Prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied; provided that any partial prepayment of the Term Loans made by or on any day other than behalf of the last day of an Interest Period applicable thereto Borrower shall be subject applied to compliance the remaining scheduled installments of the Term Loans (including the final installment due on the Term Loan Maturity Date) as directed by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied (pro rata among the Term Loans. Each prepayment in respect of any tranche Class of Term Loans pursuant selected to be prepaid based on the outstanding principal balances thereof) or absent such direction, in direct order of maturity. All reductions of the Revolving Loan Commitment shall be shared by the Revolving Lenders based on their Pro Rata Shares of the Revolving Loan Commitment. Except as otherwise designated by the Borrower, any prepayment of a Loan under this Section 5.1 2.3(a) shall be applied first to reduce the portion of such Loan comprised of Alternate Base Rate Loans and then to the portion of such Loan comprised of Term Loans Benchmark Loans, in such the direct order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting LenderInterest Period maturities.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (bC) below), (i) pursuant to the Sweep Program, if such program is in effect, with respect to Swingline Loans, or (ii) otherwise upon written notice given to the Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (A) each partial prepayment shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $500,000 in excess thereof ($500,000 and $100,000, respectively, in the case of Swingline Loans), (B) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $3,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (cC) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice unless made together with all amounts required under Section 2.18 to be paid as a consequence of its intent to make such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrower to make such prepayment and shall promptly be transmitted by on the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term terms specified therein. Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall subsection (a) may be reborrowed, subject to compliance by the Borrower with the applicable provisions terms and conditions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting LenderAgreement.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans, other than as set forth in Section 4.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower Representative shall give the Administrative Agent and at the Administrative Agent’s Office written notice substantially in the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR LIBORTerm Benchmark Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Representative no later than 2:00 p.m. (i) 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR LIBORTerm Benchmark Loans, three (3) Business DaysDays prior to or (ii) in the case of ABR Loans, one (1) Business Day prior to, to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of (i) any Borrowing of Term LIBORTerm Benchmark Loans shall be in a multiple minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of at least $5,000,000500,000 and in multiples of $100,000 in excess thereof; provided, that no partial prepayment of LIBORTerm Benchmark Loans made pursuant to a single Borrowing shall reduce the outstanding LIBORTerm Benchmark Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for 127 LEGAL_US_E # 168232906.7 such LIBORTerm Benchmark Loans; and (c) in the case of any prepayment of LIBOR Term LIBORTerm Benchmark Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with thereto, the applicable provisions Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (1) applied to the Class or Classes of Loans as the Borrower Representative may specify and (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loans Loan Repayment Amounts, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may determinespecify. In the event that the Borrower Representative does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower Representative shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the BorrowerBorrower Representative’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay any Class of the Term Loans, without premium or penaltypenalty (except as provided below in Section 4.01(c) and subject to Section 2.11), in whole or in part at any time and from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (ai) the Borrower shall give the Administrative Agent and prior to 2:30 P.M. (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice of its intent to make prepay Base Rate Loans and (B) at least three Business Days’ prior written notice of its intent to prepay LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment, the amount date of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by a Business Day) and the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orTypes of Term Loans to be prepaid and, in the case of LIBOR Loans, three (3) Business Days) prior tothe specific Borrowing or Borrowings pursuant to which such LIBOR Loans were made, the date of such prepayment and shall promptly be transmitted by which notice the Administrative Agent shall, promptly transmit to each of the Lenders; (bii) each partial prepayment of any Borrowing a Class of Term Loans pursuant to this Section 4.01(a) shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,0001,000,000 or a whole multiple of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent); and (c) provided that if any partial prepayment of LIBOR Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.1 on 4.01(a) in respect of any day other than the last day Class of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Term Loans made pursuant to this Section 5.1 may a Borrowing shall be applied pro rata among the such Term Loans. Each ; and (iv) each prepayment in respect of any tranche Class of Term Loans pursuant to this Section 5.1 4.01(a) shall be applied to reduce Term Loans in such order the then remaining Scheduled Repayments thereof as directed by the Borrower may determine. At the Borrower’s election or, absent such direction, in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan direct order of a Defaulting Lendermaturity thereof.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, including Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR SOFR Loans, three (3) Business Days) Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to, or (iii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (b2) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of at least $5,000,000500,000 and in multiplies of $100,000 in excess thereof; provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such SOFR Loans, and (c3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Revolving Credit Loan of a Defaulting Lender.. 5.2

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, other than as set forth in Sections 2.11, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a1) the Borrower shall give the Revolver Administrative Agent and at the Revolver Administrative Agent’s Office written notice (substantially in the form of Exhibit G or in such other form as may be reasonably acceptable to the Revolver Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 12:00 noon (New York City time) one Business Day (or, i) in the case of LIBOR Term SOFR Loans, three two (32) Business DaysDays prior to or (ii) in the case of ABR Loans one Business Day prior to, to 1:00 p.m. (New York City time) on the date of such prepayment and shall promptly be transmitted by the Revolver Administrative Agent to each of the Lenders; (b2) each partial prepayment of (i) any Borrowing of Term SOFR Loans shall be in a multiple minimum amount of $1,000,000 and in an aggregate principal multiples of $100,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of at least $5,000,0001,000,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such Term SOFR Loans, and (c3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by Payment Date, the Borrower with shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the applicable provisions basis for requesting such amount), pay to the Revolver Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term the Class or Classes of Loans and to the Lender or Lenders as the Borrower may specify, in each case, in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1specify, such prepayment shall not be applied including to any Existing Revolving Credit Classes of Revolving Credit Loans prior to any application to other Classes of Revolving Credit Loans, and to any Incremental Term Loan of a Defaulting LenderLoans prior to any application to Revolving Credit Loans, and vice versa.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions and subject to part, without premium or penalty (except as provided in clause (b) and (ciii) below: (a) the Borrower shall give ), upon written notice given to the Administrative Agent not later than 11:00 a.m. three Business Days prior to each intended prepayment of LIBOR Loans and at one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis); provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $250,000 in excess thereof ($100,000 and $100,000, respectively, in the Administrative Agent’s Office written notice case of its intent Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to make any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.16 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. (New York City time) one Business Day (orand, in the case of LIBOR Loans, three (3) Business Days) prior tothe Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the date of Borrower to make such prepayment on the terms specified therein. Revolving Loans and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of any Borrowing of Term Swingline Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; and (c) any prepayment of LIBOR Term Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall 2.8 may be reborrowed, subject to compliance by the Borrower terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with the applicable provisions of Section 2.11. At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loans. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Term Loans in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lenderthereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, without premium or penalty, except as set forth in Section 4.1(b), in whole or in part from time to time on the following terms and conditions and subject to clause (b) and (c) belowconditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 10:00 a.m. 1:00 p.m. (New York City time) (x) one Business Day prior to (or, in the case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans, three (3) Business Days) prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 500,000 and in an aggregate principal amount of at least $5,000,0001,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than $5,000,000 for LIBOR Loans; and (c) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 4.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At Each such notice shall specify the Borrower’s election, prepayments date and amount of Terms such prepayment and the Class(es) and Type(s) of Loans pursuant to this Section 5.1 may be applied pro rata among the Term Loansprepaid. Each prepayment in respect of any tranche Class of Term Loans pursuant to this Section 5.1 4.1 shall be applied to reduce Term Loans the Repayment Amounts in such order as the Borrower may determine. At determine and may be applied to any Class of Loans as directed by the Borrower’s election in connection with any prepayment . For the avoidance of doubt, the Borrower may (i) prepay Loans of an Existing Term Loan Class pursuant to this Section 5.14.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Exist- ing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 4.1 without any requirement to prepay Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Loans, the Borrower shall be deemed to have elected that such prepayment shall not proceeds be applied to any Term reduce the Repayment Amounts in direct order of maturity and/or a pro-rata basis among Loan Classes. All prepayments under this Section 4.1 shall also be subject to the provisions of a Defaulting LenderSections 4.2(c) and 4.2(d).