Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 1:00 p.m. (New York City time) (x) on the date of such prepayment (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 shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (3) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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 conditionsconditions and subject to clause (b) and (c) below: (1a) 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 Eurodollar LIBOR 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 1:00 p.m. (i) 10:00 a.m. (New York City time) one Business Day (xor, in the case of LIBOR Loans, three (3) on Business Days) prior to, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 1,000,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,0005,000,000; 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 (3c) any prepayment of Eurodollar 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. Each such notice shall specify At the date and amount Borrower’s election, prepayments of such prepayment and Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Class(es) and Type(s) of Loans to be prepaidTerm Loans. Each prepayment in respect of any Class tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts Term Loans in such order as the Borrower may determine 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)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, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutas applicable, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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)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. (a) The Borrower shall have the right to prepay the Term LoansLoans of any Tranche, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except without premium or penalty (other than as set forth provided in Section 5.1(b4.01(e), premium or penalty), in whole or in part at any time and from time to time on the following terms and conditions: (1i) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) 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 Eurodollar SOFR Loans, the specific Borrowing(s) Borrowing or Borrowings 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 1:00 p.m. (x) prior to 12:00 Noon (New York City time) (xor such later period as the Administrative Agent may agree to in its sole and absolute discretion) on at least one (1) Business Day prior to the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or 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 Eurodollar LoansSOFR Loans (or, in the case of clauses (x) and (y), and, in each case, such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly notify transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2ii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each or such lesser amount as is acceptable to the Administrative Agent; provided that if any 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 SOFR Loans made pursuant to a single any Borrowing shall reduce the outstanding Eurodollar principal amount of SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar 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 (3) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day election of an Interest Period applicable with respect thereto shall be subject to compliance given by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(eshave no force or effect; (iii) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 each prepayment pursuant to this Section 5.1, such prepayment 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall not be applied to any Loan pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a Defaulting Lendergiven Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change 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, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to 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 ABR Swingline Loans, including Swingline Loans) or (y) three Business Days prior to (in on, the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 (or the Dollar Equivalent thereof) and in an aggregate principal 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 at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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)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. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutas applicable, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Such notice may be given by telephone; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written 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 Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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)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. (a) The Each Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit any of the Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penaltyowing 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: (1) the time. The Borrower making such prepayment shall give the Administrative Global Agent at the Administrative Agent’s Notice Office written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writingwriting 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 Eurodollar Fixed Rate Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given received by the Borrower no later than 1:00 p.m. (New York City time) Global Agent by (x) on 11:00 A.M. (local time at the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (yNotice Office) three Business Days prior to (the date of such prepayment, in the case of Eurodollar any prepayment of Fixed Rate Loans), andor (y) 11:00 A.M. (local time at the Notice Office) one Business Day prior to the date of such prepayment, in each casethe case of any prepayment of Base Rate Loans, the Administrative Agent and which notice shall promptly notify be transmitted by the Global Agent to each of the relevant Lenders or the relevant Swingline Lenderaffected Lenders; provided, as however, that (i) in the case may beof prepayment of any Borrowings, (2) each partial prepayment of any such Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment 5,000,000 (or, if less, the full amount of Swingline Loans shall be in a such Borrowing) or the Dollar Equivalent thereof, or an integral multiple of $100,000 and 1,000,000 or the Dollar Equivalent thereof in an aggregate principal amount of at least $100,000excess thereof; provided that (ii) no partial prepayment of Eurodollar any Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of such Loans outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans applicable thereto; and (3iii) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall shall, unless otherwise specified by the applicable Borrower, be applied to reduce the Repayment Amounts repay such Loans in such order as the Borrower may determine 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 accordance with 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(e2.14(b). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, including Term Loans and Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loansas applicable, withoutin each case, except 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: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 2:00 p.m. (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to or (ii) in the case of ABR Loans, including Swingline Loansone (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (y) three Business Days prior to (in the case of Eurodollar Loansa)(ii), and, in each case, such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly notify be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline LenderLenders, as the case may be, ; (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 U.S.$250,000 and in an aggregate principal amount multiples of at least $1,000,000 U.S.$100,000 in excess thereof, and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $100,000 U.S.$250,000 and in an aggregate principal amount multiples of at least $100,000U.S.$100,000 in excess thereof; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans; and (3c) in the case of any prepayment of Eurodollar LIBOR 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (1) applied to reduce the Repayment Amounts in such order Class or Classes of Loans as the Borrower may determine specify and may be (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any Class 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 Term Loans application to scheduled amortization payments) as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans specify. Notwithstanding the foregoing, prior to the six-month anniversary of an Existing Term Loan Class the Closing Date, all prepayments pursuant to this Section 5.1 without any requirement 5.1(a) shall be applied to prepay Extended the outstanding Initial Term B-2 Loans that were converted or exchanged from until such Existing Initial Term Loan Class and (ii) prepay Extended Term Loans pursuant B-2 Loans, together with all accrued but unpaid interest thereon, have been paid in full. Subject 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 immediately preceding sentence, in the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds prepayment be applied to reduce the Repayment Amounts scheduled installments of principal in direct order of maturity and/or on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of 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)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, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to or (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof, and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order Class or Classes of Loans as the Borrower may determine 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 Loan of a Defaulting Lenderspecify.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement New Revolving Credit Loans and Swingline Loans, withoutin each case, except 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: (1a) the Borrower Parent Borrower, on behalf of the Borrowers, shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the case of LIBOR Loans, three Business 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 (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 10,000,000 and in an aggregate principal 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 at least $1,000,000 and each partial prepayment in multiples of $1,000,000 in excess thereof and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LIBOR Loans and (3c) any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Parent Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any New Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loansin each case, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), 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: (1a) 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 Eurodollar LIBOR 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 1:00 p.m. (New York City i) in the case of a LIBOR Loans, 11:00 a.m. (Central time) three Business Days prior to or (xii) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans11:00 a.m. (Central time) or (y) three Business Days prior to (in on, the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; 1,000,000, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LIBOR Loans and (3c) any prepayment of Eurodollar LIBOR 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 Loan Repayment Amounts, as the Repayment Amounts case may be, in such order as the Borrower may determine 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 Loan of a Defaulting Lenderdetermine.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutin each case, except 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: (1a) the Borrower Parent Borrower, on behalf of the Borrowers, shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the case of LIBOR Loans, one Business Day prior to, (ii) in the case of ABR Loans (other than Swingline Loans and Protective Advances), one Business Day prior to or (iii) in the case of Swingline Loans and Protective Advances, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 10,000,000 and in an aggregate principal 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 at least $1,000,000 and each partial prepayment in multiples of $1,000,000 in excess thereof and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000excess thereof; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LIBOR Loans and (3c) any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Parent Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay its Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutin each case, without premium or penalty (except as set forth in clause (b) of this Section 5.1(b5.1), premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the case of Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans or Revolving Credit Loans denominated in Dollars shall be in a multiple minimum amount of $500,000 and 10,000,000, (ii) any ABR Loans (other than Swingline Loans) shall be in an aggregate principal a minimum amount of at least $1,000,000 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 each partial prepayment of (v) Swingline Loans shall be in a multiple minimum amount of $100,000 and in an aggregate principal amount of at least $100,000; 500,000, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar such LIBOR Loans and (3c) any prepayment of Eurodollar LIBOR 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 the Repayment Amounts thereunder in such order as the Borrower may determine 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)specify. 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. (a) The At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 not later than 1:00 p.m. 11:00 a.m., Charlotte time, five (New York City time5) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to each intended prepayment of LIBOR Loans and one (in the case 1) Business Day prior to each intended prepayment of Eurodollar Base Rate Loans), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, provided that (2i) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $1,000,000 and each partial prepayment or, if greater, an integral multiple of Swingline Loans shall be $500,000 in a excess thereof (an integral multiple of $100,000 and in an aggregate principal amount the case of at least $100,000; provided that Swingline Loans), (ii) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount, Class and Type(s) Type of the Loans to be prepaidprepaid (and, in the case of LIBOR 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. Each prepayment in respect of any Class of Revolving Loans and Swingline Loans (but not Term Loans Loans) prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and subsection (a) may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubtreborrowed, 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 terms and conditions of Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting LenderAgreement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to 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 ABR Swingline Loans, including Swingline Loans) or (y) three Business Days prior to (in on, the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 (or the Dollar Equivalent thereof) and in an aggregate principal 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 at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 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 Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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)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. (a) The At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 not later than 1:00 p.m. (New York City 11:00 a.m., Charlotte time) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to each intended prepayment of LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans (in the case of Eurodollar other than Swingline Loans, which may be prepaid on a same-day basis), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, provided that (2i) each partial prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least 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 case of Swingline Loans), and each partial prepayment of Swingline Base Rate Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than $100,000; provided that 1,000,000 or, if greater, an integral multiple of $100,000 in excess thereof, (ii) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $2,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount, Class and Type(s) Type of the Loans to be prepaidprepaid (and, in the case of LIBOR 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. Each prepayment in respect of any Class of Term Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and 2.7(a) may be applied reborrowed, subject to any Class the terms and conditions 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 LoansAgreement. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes Administrative Agent receives a notice of Term Loansprepayment under this Section, 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 Administrative Agent will give prompt notice thereof to the provisions of Sections 5.2(d) and 5.2(e). At Lenders; provided that if such notice has also been furnished to the Borrower’s election in connection Lenders, the Administrative Agent shall have no obligation to notify the Lenders with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lenderrespect thereto.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 not later than 1:00 p.m. p.m., Charlotte, North Carolina time, three (New York City time3) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to each intended prepayment of LIBOR Loans and one (in the case 1) Business Day prior to each intended prepayment of Eurodollar Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, provided that (2i) each partial prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of Swingline Base Rate Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000; provided that , respectively, in the case of Swingline Loans), (ii) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount, Class and Type(s) Type of the Loans to be prepaidprepaid (and, in the case of LIBOR 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. Each prepayment in respect of any Class of Revolving Loans and Swingline Loans (but not Term Loans Loans) prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and 2.7(a) may be applied reborrowed, subject to any Class the terms and conditions 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 LoansAgreement. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes Administrative Agent receives a notice of Term Loansprepayment under this Section, 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 Administrative Agent will give prompt notice thereof to the provisions of Sections 5.2(d) and 5.2(e). At Lenders; provided that if such notice has also been furnished to the Borrower’s election in connection Lenders, the Administrative Agent shall have no obligation to notify the Lenders with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lenderrespect thereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to or (ii) in the case of ABR Loans or Senior Term Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case of Eurodollar Loans), and, in each caseto, the Administrative Agent shall promptly notify each date of the relevant Lenders or the relevant Swingline Lender, as the case may be, such prepayment; (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (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 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $5,000,000 and (3c) any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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)2.11 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 Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to or (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case of Eurodollar Loans), and, in each caseto, the Administrative Agent shall promptly notify each date of the relevant Lenders or the relevant Swingline Lender, as the case may be, such prepayment; (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $5,000,000 and (3c) any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order Cash Pay or PIK Loans, as specified by the Borrower may determine 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 on a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to based on the provisions aggregate principal amount of Sections 5.2(d) and 5.2(e)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 Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to or (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case of Eurodollar Loans), and, in each caseto, the Administrative Agent shall promptly notify each date of the relevant Lenders or the relevant Swingline Lender, as the case may be, such prepayment; (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $5,000,000 and (3c) any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 on a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to based on the provisions aggregate principal amount of Sections 5.2(d) and 5.2(e)Loans 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 Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), 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: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and and, in the case of Eurodollar LIBOR Loans, the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. (New York City time) (x) on the date of such prepayment one Business Day prior to (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to (in the case of Eurodollar LIBOR Loans), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 1,000,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,0005,000,000; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LIBOR Loans and (3c) any prepayment of Eurodollar LIBOR 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 Section 5.2(d) and 5.2(eor (e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lenderas applicable.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay may repay Revolving Loans, Terms Loans, Additional Term Loans, Revolving Credit Swing Line Loans, Extended Supplemental Revolving Credit Loans, D Tranche Term Loans and Additional/Replacement Revolving Credit E Tranche Term Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, 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: (1i) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and and, in the case of Eurodollar Rate Loans, the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by Borrower at least one Business Day prior to the Borrower no later than 1:00 p.m. date of such prepayment (or by 11:00 a.m. (New York City time) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline a prepayment of Swing Line Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), and, in each case, the Administrative Agent and which notice shall promptly notify be transmitted by the Agent to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2ii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple an aggregate principal amount of at least $5,000,000 and in integral multiples of $500,000 1,000,000 above such minimum and in each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple integral multiples of $100,000 and in an aggregate principal amount of at least $100,000; 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 Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and minimum borrowing amount as set forth in Section 2.4; (3iii) any prepayment repayment of a Eurodollar Loans pursuant to this Section 5.1 Rate Loan on any a day other than the last day of an Interest Period applicable thereto shall be subject to compliance the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term 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 Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans 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. Upon receipt by the Agent of any notice provided by the Borrower with to voluntarily repay any Revolving Loans and Supplemental Revolving Loans, the applicable provisions Agent shall determine the relative amounts of Section 2.11Revolving Loans and/or Swing Line Loans to be repaid and shall notify the Borrower as to such amounts. Each 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 specify be final, conclusive and binding on all parties hereto. The notice provisions, the date and provisions with respect to the minimum amount of such any prepayment and the Class(es) and Type(s) provisions requiring prepayments in integral multiples above such minimum amount of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce 3.2 are for the Repayment Amounts in such order as benefit of the Borrower may determine Agent and may be applied to any Class of Term Loans as directed waived unilaterally 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 Loan of a Defaulting LenderAgent.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic such other form of notice promptly confirmed in writingas may be agreed by the Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the date case of such prepayment LIBOR Loans denominated in Dollars, three Business Days prior to, or (ii) in the case of ABR Loans, including Swingline Loans) or (y) three on the same Business Days prior to (in the case of Eurodollar Loans), and, in each case, Day and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans or Revolving Credit 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 of $500,000 and in an aggregate principal minimum amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans and such LIBOR Loans; (3) in the case of any prepayment of Eurodollar LIBOR 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidPrepayment Premium. Each prepayment in respect of any Class 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 Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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 Loan of a Defaulting Lenderspecify.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, including Term Loans and Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loansas applicable, withoutin each case, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to and (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders 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 relevant Swingline Lenderdate specified in such notice, as may be revoked by the case may be, Borrower; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple of $500,000 and in an aggregate principal minimum amount of at least $1,000,000 and each partial prepayment in multiples of Swingline $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 and in an aggregate principal amount of at least $100,000excess thereof; provided that no partial voluntary prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 the Initial Term 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 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 Loan of a Defaulting Lenderspecify.

Voluntary Prepayments. (a) The Borrower At any time and from time to time, the Borrowers shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York City time3) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to each intended prepayment of LIBOR Loans and one (in the case 1) Business Day prior to each intended prepayment of Eurodollar Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, provided that (2i) each partial prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Swingline Base Rate Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000; provided that , respectively, in the case of Swingline Loans), (ii) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount and Type(s) Type of the Loans to be prepaidprepaid (and, in the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrowers to make such prepayment on the terms specified therein. Each prepayment in respect of any Class of Term Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and 2.7(a) may be applied reborrowed, subject to any Class the terms and conditions 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 LoansAgreement. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes Administrative Agent receives a notice of Term Loansprepayment under this Section, 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 Administrative Agent will give prompt notice thereof to the provisions of Sections 5.2(d) and 5.2(e). At Lenders; provided that if such notice has also been furnished to the Borrower’s election in connection Lenders, the Administrative Agent shall have no obligation to notify the Lenders with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lenderrespect thereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to 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 ABR Swingline Loans, including Swingline Loans) or (y) three Business Days prior to (in on, the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 (or the Dollar Equivalent thereof) and in an aggregate principal 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 at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to reduce the Repayment Amounts in such order Class or Classes of Term Loans as the Borrower may determine 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 specify and (iib) 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 Initial Term Loan ClassesRepayment Amounts, Amendment No. 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 Loan of a Defaulting Lender.3

Voluntary Prepayments. (ai) The Borrower shall have may, upon notice to the right Administrative Agent at any time or from time to time, voluntarily prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time to time on the following terms and conditions: without premium or penalty (1other than as set forth in this Section) the Borrower shall give if (a) such notice is received by the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 not later than 1:00 12:00 p.m. (New York City time) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to any date of prepayment; and (in the case of Eurodollar Loans), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2b) each any partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be is in a principal amount of $1,000,000 or a whole multiple of $500,000 and in an aggregate excess thereof or, if less, the entire principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; 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 (3) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereof then outstanding. Each such notice shall must specify the date and amount of such prepayment. The Administrative Agent shall promptly notify each Lender of its receipt of each such notice, 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 the Class(es(2) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans amount owing pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower 3.05. No Lender may determine and may be applied to reject 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 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 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 Loans, including Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutas applicable, except 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: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Term SOFR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be substantially in the form attached hereto as of Exhibit N and be L (the “Notice of Prepayment”) given by the Borrower no later than 1:00 p.m. 12:00 Noon (New York City timei) in the case of Term SOFR Loans, three (x3) on the date of such prepayment Business Days prior to, (ii) in the case of ABR Loans, including Swingline Loansone (1) Business Day prior to or (yiii) three Business Days prior to (in the case of Eurodollar Swingline Loans, on, the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), and, in each case, such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly notify be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; and (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit SOFR Loans shall be in a multiple minimum amount of $500,000 250,000 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 $1,000,000 250,000 and each partial prepayment in multiples of $50,000 in excess thereof and (iii) Swingline Loans shall be in a multiple minimum amount of $100,000 and in an aggregate principal amount multiples of at least $100,00025,000 in excess thereof; provided that no partial prepayment of Eurodollar Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans and (3) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidTerm SOFR Loans. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (1) applied to the Class or Classes of Loans as the Borrower may specify and (2) with respect to prepayments of Term Loans, applied to reduce the Repayment Amounts 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 determine and may be applied to any Class specify in the Notice 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 LoansPrepayment. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts scheduled installments of principal or as between Classes of Term LoansLoans in the Notice of Prepayment, the Borrower shall be deemed to have elected that such proceeds prepayment be applied to reduce the Repayment Amounts scheduled installments of principal in direct order of maturity and/or on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of 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)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. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutwithout premium or penalty, 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: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of Eurodollar LIBOR Loans, the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. (New York City time) (x) on the date of such prepayment one Business Day prior to (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to (in the case of Eurodollar LIBOR Loans), and, in each case, ) the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,0001,000,000; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount $5,000,000 for Eurodollar Loans LIBOR Loans; and (3c) any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts (if any) in such order as the Borrower may determine 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 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 Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, including Term Loans and Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loansas applicable, withoutin each case, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office (and, in the case of a Swingline Loan, the Swingline Lender) written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to and (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order Class or Classes of Term Loans as the Borrower may determine and may be applied to specify. Each prepayment in respect of 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 shall be (a) applied to prepay Term Loans of an Existing Term Loan the 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, Loans as the Borrower shall be deemed to have elected that such proceeds be may specify and (b) applied to reduce the Repayment Amounts in direct order of maturity and/or a pro rata basis among Initial Term Loan Classes. All prepayments under this Section 5.1 shall also be Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the provisions of Sections 5.2(d) case may be, in each case, in such order and 5.2(e)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. (a) The At any time and from time to time, each Borrower shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentnot later than 11:00 a.m., Charlotte time, the amount Applicable Number of such prepayment and in the case of 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 1:00 p.m. (New York City time) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to each intended prepayment of LIBOR Loans and one (in the case 1) Business Day prior to each intended prepayment of Eurodollar Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, provided that (2i) each partial prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of Swingline Base Rate Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000; provided that , respectively, in the case of Swingline Loans), (ii) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount, Class and Type(s) Type of the Loans to be prepaid. Each prepaid (and, in the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind such Borrower to make such prepayment on the terms specified therein, provided that a notice of prepayment in respect full of the Revolving Loans delivered by any Class 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 revoked by such Borrower (by notice to the Administrative Agent on or prior to 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 failure to make such prepayment). Revolving Loans and Swingline Loans (but not Term Loans Loans) prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and 2.7(a) may be applied reborrowed, subject to any Class the terms and conditions 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 LoansAgreement. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes Administrative Agent receives a notice of Term Loansprepayment under this Section, 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 Administrative Agent will give prompt notice thereof to the provisions of Sections 5.2(d) and 5.2(e). At Lenders; provided that if such notice has also been furnished to the Borrower’s election in connection Lenders, the Administrative Agent shall have no obligation to notify the Lenders with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lenderrespect thereto.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time part, together with accrued interest to time on the following terms and conditions: date of prepayment, without premium or penalty (1except as provided in clause (iii) the Borrower shall give below), upon written notice given to the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 not later than 1:00 p.m. (New York City 11:00 a.m., Charlotte time) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to each intended prepayment of LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans (in the case of Eurodollar other than Swingline Loans, which may be prepaid on a same-day basis), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, provided that (2i) each partial prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Swingline Base Rate Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000; provided that , respectively, in the case of Swingline Loans), (ii) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.19 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount and Type(s) Type of the Loans to be prepaidprepaid (and, in the case of LIBOR Loans, the Interest Period of such Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Each prepayment in respect of any Class of Term Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and 2.8(a) (but not Term Loans) may be applied reborrowed, subject to any Class the terms and conditions 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 LoansAgreement. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes Administrative Agent receives a notice of Term Loansprepayment under this Section, 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 Administrative Agent will give prompt notice thereof to the provisions of Sections 5.2(d) and 5.2(e). At Lenders; provided that if such notice has also been furnished to the Borrower’s election in connection Lenders, the Administrative Agent shall have no obligation to notify the Lenders with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lenderrespect thereto.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York City time3) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to each intended prepayment of LIBOR Loans and one (in the case 1) Business Day prior to each intended prepayment of Eurodollar Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, provided that (2i) each partial prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Swingline Base Rate Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000; provided that , respectively, in the case of Swingline Loans), (ii) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount, Class and Type(s) Type of the Loans to be prepaidprepaid (and, in the case of LIBOR 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. Each prepayment in respect of any Class of Revolving Loans and Swingline Loans (but not Term Loans Loans) prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and 2.7(a) may be applied reborrowed, subject to any Class the terms and conditions 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 LoansAgreement. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes Administrative Agent receives a notice of Term Loansprepayment under this Section, 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 Administrative Agent will give prompt notice thereof to the provisions of Sections 5.2(d) and 5.2(e). At Lenders; provided that if such notice has also been furnished to the Borrower’s election in connection Lenders, the Administrative Agent shall have no obligation to notify the Lenders with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lenderrespect thereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to and (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order Class or Classes of Term Loans as the Borrower may determine and may be applied to specify. Each prepayment in respect of 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 shall be (a) applied to prepay Term Loans of an Existing Term Loan the 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, Loans as the Borrower shall be deemed to have elected that such proceeds be may specify and (b) applied to reduce the Repayment Amounts in direct order of maturity and/or a pro rata basis among Initial Term Loan Classes. All prepayments under this Section 5.1 shall also be Repayment Amount, any New Term Loan Repayment Amount, and, subject to Section 2.14(g), Extended Term Loan Repayment Amount, as the provisions of Sections 5.2(d) case may be, in each case, in such order and 5.2(e)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, including Term Loans and Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loansas applicable, withoutin each case, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office (and, in the case of a Swingline Loan, the Swingline Lender) written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar SOFR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on the date of such prepayment (in the case of ABR Loans, including Swingline one Business Day prior to and (ii) in the case of SOFR Loans) or (y) , three U.S. Government Securities Business Days prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit SOFR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar such SOFR Loans and (3) in the case of any prepayment of Eurodollar 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order Class or Classes of Term Loans as the Borrower may determine and may be applied to specify. Each prepayment in respect of 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 shall be (a) applied to prepay Term Loans of an Existing Term Loan the 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, Loans as the Borrower shall be deemed to have elected that such proceeds be may specify and (b) applied to reduce the Repayment Amounts in direct order of maturity and/or a pro rata basis among Tranche B-1 Term Loan Classes. All prepayments under this Section 5.1 shall also be 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 provisions of Sections 5.2(d) case may be, in each case, in such order and 5.2(e)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. (aii) The Borrower shall have the right to prepay Term Loans, Revolving Credit Deposit L/C Loans, Extended Revolving Credit Loans and AdditionalIncremental Deposit L/Replacement C Loans, Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), 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: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and and, in the case of Eurodollar LIBOR Loans, the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than (i) in the case of Term Loans, Deposit L/C Loans, Incremental Deposit L/C Loans or Revolving Credit Loans, 1:00 p.m. (New York City time) (x) on the date of such prepayment one Business Day prior to (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to (in the case of Eurodollar LIBOR Loans), andor (ii) in the case of Swingline Loans, in each case1:00 p.m. (New York City time), the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2b) 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 $500,000 1,000,000 and in an aggregate principal amount of at least $1,000,000 5,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000500,000; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LIBOR Loans and (3c) any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 the Initial Term Loan Repayment Amounts, Delayed Draw Term Loan Repayment Amounts and/or Incremental Term Loan Repayment Amounts, as the case may be, in each case in such order as the Borrower may determine 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 Classesdetermine. All prepayments under this Section 5.1 shall also be subject to the provisions of Sections Section 5.2(d) and 5.2(eor (e), as applicable. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), without premium or penalty, in whole or in part part, from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and and, in the case of Eurodollar LIBOR Loans, the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to or (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in to, the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $5,000,000 and (3c) any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 on a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to based on the provisions aggregate principal amount of Sections 5.2(d) and 5.2(e)Loans 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 Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay its Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutas applicable, except as set forth in Section 5.1(b)each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 Noon (New 104 York City time) (xi) on in the case of LIBOR Loans denominated in Dollars or Euro, three Business Days prior to, (ii) in the case of LIBOR Loans denominated in an Alternative Currency, four Business Days prior to, (iii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iv) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans denominated in Dollars or Revolving Credit Loans any Alternative Currency other than Euro shall be in a multiple minimum amount of $500,000 5,000,000 (or the Dollar Equivalent thereof) and in an aggregate principal 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 at least $1,000,000 and each partial prepayment 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 $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000excess thereof; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar such LIBOR Loans and (3c) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans Subject to be prepaid. Each Section 2.14(g), each prepayment in respect of any Class 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 Loan Repayment Amounts, any New Term Loan Repayment Amounts, and any Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine and specify; provided that Extended Term Loans may be applied to any Class of Term Loans as directed by prepaid on a pro rata basis or less than pro rata basis (but not a greater than pro rata basis) with 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 from which they 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)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 Term Loans, Loans and/or Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and and/or Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (1i) the Borrower shall give the Administrative Agent 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 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 received by the Borrower no later than 1:00 p.m. Administrative Agent by 11:00 A.M. (New York City time) (x) on one Business Day prior to the date of such prepayment (or 11:00 A.M. on the date of prepayment, 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, which notice shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2ii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment in the case of Eurodollar Loans, $500,000 in the case of ABR Loans or $100,000 in the case of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; Loans, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and applicable thereto; (3iii) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each each prepayment in respect of any Class Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (iv) each prepayment of Term Loans pursuant to this Section 5.1 4.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term Loans then remaining Scheduled Repayments thereof 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 Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except other than as set forth in Section 5.1(b4.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed substantially in writing) the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 2:00 p.m. (New York City timei) in the case of LIBOR Loans, three (x3) on the date of such prepayment Business Days prior to or (ii) in the case of ABR Loans, including Swingline Loansone (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (y) three Business Days prior to (in the case of Eurodollar Loansa)(ii), and, in each case, such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly notify be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple multiples of $100,000 and in an aggregate principal amount of at least $100,000excess thereof; provided provided, that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans; and (3c) in the case of any prepayment of Eurodollar LIBOR 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (1) applied to reduce the Repayment Amounts in such order Class or Classes of Loans as the Borrower may determine specify and may be (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any Class 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 Term Loans application to scheduled amortization payments) 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 Loansspecify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds prepayment be applied to reduce the Repayment Amounts scheduled installments of principal in direct order of maturity and/or on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of 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)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. (a) The Borrower shall have the right to prepay Term Loans, including Term Loans and Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loansas applicable, withoutin each case, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of 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 1:00 p.m. (New York City time) (xi) on in the date case of such prepayment Eurodollar Loans, three Business Days prior to, and (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in to, the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit Eurodollar Loans shall be in a multiple of $500,000 and in an aggregate principal minimum amount of at least $1,000,000 and each partial prepayment in multiples of Swingline $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 and in an aggregate principal amount of at least $100,000excess 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 Loans, and (3) in the case of any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(h), Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubtspecify; provided that, 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 in the event that the Borrower does not specify the order manner in which to apply prepayments to reduce Repayment Amounts or as between Classes any prepayment of Term Loans, the Borrower Loans shall be deemed to have elected that applied, such proceeds prepayment amount shall be applied to reduce the Repayment Amounts in the direct order of maturity and/or 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 Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, including Term Loans and Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loansas applicable, withoutin each case, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office (and, in the case of a Swingline Loan, the Swingline Lender) written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 and each partial prepayment of Swingline in excess thereof, (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to reduce the Repayment Amounts in such order Class or Classes of Term Loans as the Borrower may determine specify (and may be pro rata to the Lenders within each Class) and (b) applied to reduce Initial Term Loan Repayment Amounts, any Class of New Term Loans Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as directed by the Borrower. For the avoidance of doubtcase may be, in each case, in such order and to such Classes as the Borrower may specify (i) prepay and pro rata to the Lenders within each Class); provided that Extended Term Loans of an may be prepaid on a pro rata basis (but not a greater than pro rata basis) with the Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that from which they 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 Loan of a Defaulting Lenderconverted.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term LoansLoans of any Class, Revolving Credit Loansin each case, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except without premium or penalty (other than 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar EurocurrencySOFR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. (i) 12:00 Noon (New York City time) (x) on in the case of EurocurrencySOFR Loans, three Business Days prior to the date of such prepayment or (ii) 11:00 a.m. (New York City time) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit EurocurrencySOFR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $100,000 1,000,000 and in an aggregate principal amount multiples of at least $100,000; 500,000 in excess thereof, provided that no partial prepayment of Eurodollar EurocurrencySOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar EurocurrencySOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such EurocurrencySOFR Loans; and (3) in the case of any prepayment of Eurodollar 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by specify. Notwithstanding the Borrower. For the avoidance of doubtforegoing, the Borrower may (i) prepay not repay Extended Term Loans of an any Extension Series unless such prepayment is accompanied by at least a pro rata repayment of Term Loans of the Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay from which such Extended Term Loans that were converted (or exchanged from such Term Loans of the 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 have otherwise been repaid 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(efull). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower may at any time and from time to time (i) on prior written notice to the Administrative Agent no later than (x) in the case of any prepayment of EurodollarTerm Benchmark Loans, three (3) U.S. Government Securities Business Days prior to the applicable prepayment date, and (y) in the case of any prepayment of Alternate Base Rate Loans, 10:00 a.m. New York time on the applicable prepayment date, voluntarily prepay all or part of the Advances or Term Loans and subject to any amounts payable pursuant to Section 2.3(g) and, in the case of EurodollarTerm 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 the Revolving Loan Commitment; provided, however, that (A) any such prepayments or reductions shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount in the case of the Advances and Revolving Loan Commitments (or such lesser amount outstanding) and (B) any such prepayments or reductions shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount in the case of the Term Loans (or such lesser amount outstanding). In addition, the Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part may at any time from time to time on the following terms and conditions: at least three (13) the Borrower shall give the Administrative Agent at the days’ prior written notice to Administrative Agent’s Office written notice (, terminate the Revolving Loan Commitment in whole or telephonic notice promptly confirmed in writing) of its intent to make part; provided that upon such prepaymenttermination, the amount of such prepayment and in the case of 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 1:00 p.m. (New York City time) (x) on the date of such prepayment (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 shall promptly notify each portion of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 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 each partial payable in full. Any such voluntary (or, per the immediately preceding sentence, required) 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 Advances and/or the Minimum Borrowing Amount for Eurodollar Term Loans and (3) any prepayment such reduction or termination of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall Revolving Loan Commitment must be subject to compliance accompanied by the Borrower with payment of the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(esfees required by Sections 2.3(g) and Type(s) of 2.6(b), if any, on the Advances and/or the Term Loans to be prepaid. Each prepayment in respect , plus the payment of any Class of Term Loans pursuant LIBOR funding breakage costs in accordance with Section 2.102.11. Notwithstanding anything to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine contrary contained herein and may be applied to any Class of Term Loans as directed by the Borrower. For for the avoidance of doubt, any voluntary prepayment or commitment reduction may be made contingent upon, or subject to, the Borrower may (i) prepay 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 behalf 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 remaining scheduled installments of the Term Loans (including the final installment due on the Term Loan Maturity Date) as directed by the Borrower (pro rata among the Class of Term Loans selected to be prepaid based on the outstanding principal balances thereof) or absent such direction, in direct order of maturity and/or a pro rata basis among Term Loan Classesmaturity. All prepayments 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 also be subject applied first to the provisions portion of Sections 5.2(d) such Loan comprised of Alternate Base Rate Loans and 5.2(e). At then to the Borrower’s election portion of such Loan comprised of EurodollarTerm Benchmark Loans, in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan the direct order of a Defaulting LenderInterest Period maturities.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to or (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof, and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar such LIBOR Loans and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts 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 determine and may be applied to any Class of Term Loans as directed by specify. Notwithstanding the Borrower. For the avoidance of doubtforegoing, the Borrower may (i) prepay not repay Extended Term Loans of an any Extension Series unless such prepayment is accompanied by at least a pro rata repayment of Loans of the Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay from which such 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 the 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 have otherwise been repaid 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(efull). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutas applicable, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Term Benchmark 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 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the case of Term Benchmark Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit Benchmark Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar Term Benchmark Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Benchmark Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such Term Benchmark Loans, and (3) in the case of any prepayment of Eurodollar Term Benchmark Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 the 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 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)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. (a) The Borrower Borrowers shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit the Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), without premium or penalty, subject to clause (c) below, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower Borrowers no later than 1:00 3:00 p.m. (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to or (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in to, the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans; and (3c) in the case of any prepayment of Eurodollar LIBOR 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, 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 of Section 2.11. Each such notice shall specify the date and amount account of such prepayment and 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 Class(es) and Type(s) liquidation or reemployment of Loans deposits or other funds acquired by any Lender to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in fund or maintain such order as the Borrower may determine 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 Loan of a Defaulting LenderLIBOR Loan.

Voluntary Prepayments. (a) The At any time and from time to time, the --------------------- Borrower shall have the right to prepay Term the Revolving Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time to time on the following terms and conditions: part, without premium or penalty (1except as provided in clause (iii) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office below), upon written notice (or telephonic oral notice promptly confirmed in writing) of its intent given to make such prepayment, the amount of such prepayment and in the case of Eurodollar Loans, the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no Administrative Agent not later than 1:00 p.m. p.m., Charlotte time, three (New York City time3) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to each intended prepayment, provided that (in the case of Eurodollar Loans), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2i) each partial -------- prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least 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 (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 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 (and, in the case of LIBOR 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. 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 (or oral notice promptly confirmed in writing) delivered to the Administrative Agent no later than 1:00 p.m., Charlotte time, on the date of such prepayment, provided that 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 not less than the Minimum Borrowing Amount for Eurodollar $500,000 or, if greater, an integral multiple of $250,000 in excess thereof. Revolving Loans and (3) any prepayment of Eurodollar 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 the applicable provisions terms and conditions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidthis Agreement. Each prepayment in respect of any Class of Term the Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 ratably among the Lenders holding the Loans being prepaid, in proportion to any Loan of a Defaulting Lenderthe principal amount held by each.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York City time3) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to each intended prepayment of LIBOR Loans and one (in the case 1) Business Day prior to each intended prepayment of Eurodollar Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, provided that (2i) each partial prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Swingline Base Rate Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000; provided that , respectively, in the case of Swingline Loans), (ii) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount and Type(s) Type of the Loans to be prepaidprepaid (and, in the case of LIBOR 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. Each prepayment in respect of any Class of Term Loans prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and 2.7(a) may be applied reborrowed, subject to any Class the terms and conditions 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 LoansAgreement. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes Administrative Agent receives a notice of Term Loansprepayment under this Section, 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 Administrative Agent will give prompt notice thereof to the provisions of Sections 5.2(d) and 5.2(e). At Lenders; provided that if such notice has also been furnished to the Borrower’s election in connection Lenders, the Administrative Agent shall have no obligation to notify the Lenders with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lenderrespect thereto.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutin each case, except 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: (1a) the Borrower Parent Borrower, on behalf of the Borrowers, shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Term SOFR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than 1:00 p.m. (New York City time) (xi) on in the case of Term SOFR Loans, one Business Day prior to, (ii) in the case of ABR Loans (other than Swingline Loans and Protective Advances), one Business Day prior to or (iii) in the case of Swingline Loans and Protective Advances, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit SOFR Loans shall be in a multiple minimum amount of $500,000 10,000,000, (ii) any ABR Loans (other than Swingline Loans and Protective Advances) shall be in an aggregate principal a minimum amount of at least $1,000,000 and each partial prepayment of (iii) Swingline Loans shall be in a multiple minimum amount of $100,000 and in an aggregate principal amount of at least $100,000500,000; provided that no partial prepayment of Eurodollar Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term SOFR Loans and (3c) any prepayment of Eurodollar 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 BorrowerParent Xxxxxxxx’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay any Class of the Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, without premium or penalty (except as set forth provided below in Section 5.1(b4.01(c) and subject to Section 2.11), premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (1i) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent prior to make such prepayment, the amount of such prepayment and in the case of Eurodollar Loans, the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 2:30 P.M. (New York City time) at the Notice Office (xA) on at least one Business Day’s prior written notice of its intent to 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 date of such prepayment (which shall be a Business Day) and the Types of Term Loans to be prepaid and, in the case of ABR LIBOR Loans, including Swingline Loans) the specific Borrowing or (y) three Business Days prior Borrowings pursuant to (in the case of Eurodollar Loans)which such LIBOR Loans were made, and, in each case, and which notice the Administrative Agent shall shall, promptly notify transmit to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2ii) each partial prepayment of any Borrowing a Class of Term Loans or Revolving Credit Loans pursuant to this Section 4.01(a) shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in or a whole multiple of $100,000 and in an aggregate principal excess thereof (or such lesser amount of at least $100,000as is acceptable to the Administrative Agent); provided that no if any partial prepayment of Eurodollar LIBOR Loans made pursuant to a single any Borrowing shall reduce the outstanding Eurodollar principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar 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; (3iii) any each prepayment of Eurodollar Loans 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 Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each applied pro rata among such notice shall specify the date Term Loans; and amount of such (iv) each prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 4.01(a) shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term Loans then remaining Scheduled Repayments thereof as directed by the Borrower. For the avoidance of doubtBorrower or, 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 absent 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 Loansdirection, 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 Loan of a Defaulting Lenderthereof.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except other than as set forth in Section 5.1(b)Sections 2.11, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Revolver Administrative Agent at the Revolver Administrative Agent’s Office written notice (substantially in the form of Exhibit G or telephonic notice promptly confirmed in writingsuch other form as may be reasonably acceptable to the Revolver Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Term SOFR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 12:00 noon (New York City time) (i) in the case of Term SOFR Loans, two (2) Business Days prior to or (ii) in the case of ABR Loans one Business Day prior to 1:00 p.m. (New York City time) (x) on the date of such prepayment (in and shall promptly be transmitted by 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 Revolver Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit SOFR Loans shall be in a multiple of $500,000 and in an aggregate principal minimum amount of at least $1,000,000 and each partial prepayment in multiples of Swingline $100,000 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 and in an aggregate principal amount of at least $100,000excess thereof; provided that no partial prepayment of Eurodollar Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such Term SOFR Loans, and (3) in the case of any prepayment of Eurodollar 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts 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 and may be applied specify, including to any Class Existing Revolving Credit Classes of Revolving Credit Loans prior to any application to other Classes of Revolving Credit Loans, and to any Incremental 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 prior to this Section 5.1 without any requirement application 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 Revolving Credit 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 Loan of a Defaulting Lendervice versa.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to 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 ABR Swingline Loans, including Swingline Loans) or (y) three Business Days prior to (in on, the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 (or the Dollar Equivalent thereof) and in an aggregate principal 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 at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 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 Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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)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. (a) The Borrower shall have the right to prepay Term Loans and Revolving Loans, Revolving Credit Loansas applicable, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic such other form of notice promptly confirmed in writingas may be agreed by the Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans and Term SOFR 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 1:00 p.m. 12:00 noon (New York City time) (xi) on in the date case of such prepayment LIBORTerm SOFR Loans denominated in Dollars and Term SOFR Loans, three Business Days prior to, (ii) in the case of LIBORRevolving Loans denominated in an Alternative Currency, four Business Days prior to, or (iii) in the case of ABR Loans, including Swingline Loans) or (y) three on the same Business Days prior to (in the case of Eurodollar Loans), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Day; (2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans or Term SOFR Loans, as applicable, denominated in Dollars or Revolving Credit 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 of $500,000 and in an aggregate principal minimum amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans or Term SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans or Term SOFR Loans, as applicable, made 129 pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar such LIBOR Loans or Term SOFR Loans, as applicable; and (3) in the case of any prepayment of Eurodollar LIBOR Loans or Term 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 (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 the Repayment Amounts in such order Class or Classes of Revolving Loans as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may specify (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 but ratably to the provisions Lenders of Sections 5.2(d) and 5.2(esuch 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. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutas applicable, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, a Prepayment Notice specifying the amount of such prepayment and (in the case of Eurodollar Term SOFR Loans, ) the specific Borrowing(s) pursuant to which made, which notice Prepayment Notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the case of Term SOFR Loans, two U.S. Government Securities Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit SOFR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such Term SOFR Loans, and (3) in the case of any prepayment of Eurodollar 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Such notice may be given by telephone; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Prepayment Notice. 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 Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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)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. (a) The Borrower shall have the right to prepay Term Loans, including Term Loans and Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loansas applicable, withoutin each case, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office (and, in the case of a Swingline Loan, the Swingline Lender) written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to and (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order Class or Classes of Term Loans as the Borrower may determine and may be applied to specify. Each prepayment in respect of 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 shall be (a) applied to prepay Term Loans of an Existing Term Loan the 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, Loans as the Borrower shall be deemed to have elected that such proceeds be may specify and (b) applied to reduce the Repayment Amounts in direct order of maturity and/or a pro rata basis among Tranche B-1 Term Loan Classes. All prepayments under this Section 5.1 shall also be 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 provisions of Sections 5.2(d) case may be, in each case, in such order and 5.2(e)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. (a) The At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, Revolving Credit in whole or in part, without premium or penalty (except as provided in clause (C) below), (i) pursuant to the Sweep Program, if such program is in effect, with respect to Swingline Loans, Extended Revolving Credit 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 Additional/Replacement Revolving Credit one (1) Business Day prior to each intended prepayment of Base Rate Loans (other than LIBOR Market Index Loans and Swingline Loans, without, except as set forth in Section 5.1(bwhich may be prepaid on a same-day basis), premium or penalty, in whole or in part from time to time on the following terms and conditions: provided that (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 1:00 p.m. (New York City time) (x) on the date of such prepayment (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 shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2A) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $1,000,000 and each partial prepayment of Swingline Loans shall be in a or, if greater, an integral multiple of $100,000 500,000 in excess thereof ($500,000 and in an aggregate principal amount of at least $100,000; provided that , respectively, in the case of Swingline Loans), (B) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (3C) any unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount and Type(s) Type of the Loans to be prepaidprepaid (and, in the case of LIBOR 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. Each prepayment in respect of any Class of Term Loans prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and subsection (a) may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubtreborrowed, 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 terms and conditions of Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting LenderAgreement.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except other than as set forth in Section 5.1(b4.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower Representative shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed substantially in writing) the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBORTerm Benchmark Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower Representative no later than 1:00 2:00 p.m. (New York City timei) in the case of LIBORTerm Benchmark Loans, three (x3) on the date of such prepayment Business Days prior to or (ii) in the case of ABR Loans, including Swingline Loansone (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (y) three Business Days prior to (in the case of Eurodollar Loansa)(ii), and, in each case, such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly notify be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBORTerm Benchmark Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple multiples of $100,000 and in an aggregate principal amount of at least $100,000excess thereof; provided provided, that no partial prepayment of Eurodollar LIBORTerm Benchmark Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBORTerm Benchmark Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans 127 LEGAL_US_E # 168232906.7 such LIBORTerm Benchmark Loans; and (3c) in the case of any prepayment of Eurodollar 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 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 Repayment Amounts case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may determine 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 Loansspecify. In the event that the Borrower Representative does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts scheduled installments of principal or as between Classes of Term Loans, the Borrower Representative shall be deemed to have elected that such proceeds prepayment be applied to reduce the Repayment Amounts scheduled installments of principal in direct order of maturity and/or on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of 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)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 Term LoansLoans of any Class, Revolving Credit Loansin each case, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except without premium or penalty (other than 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Eurocurrency Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. (i) 12:00 Noon (New York City time) (x) on in the case of Eurocurrency Loans, three Business Days prior to the date of such prepayment or (ii) 11:00 a.m. (New York City time) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit Eurocurrency Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $100,000 1,000,000 and in an aggregate principal amount multiples of at least $100,000; 500,000 in excess thereof, provided that no partial prepayment of Eurodollar Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Eurocurrency Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such Eurocurrency Loans; and (3) in the case of any prepayment of Eurodollar Eurocurrency 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by specify. Notwithstanding the Borrower. For the avoidance of doubtforegoing, the Borrower may (i) prepay not repay Extended Term Loans of an any Extension Series unless such prepayment is accompanied by at least a pro rata repayment of Term Loans of the Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay from which such Extended Term Loans that were converted (or exchanged from such Term Loans of the 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 have otherwise been repaid 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(efull). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender.102

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline (and, on or after the Conversion Date, Converted Term Loans, without, except as set forth in Section 5.1(b), without premium or penalty, in whole or in part part, from time to time on the following terms and conditions: (1i) the Borrower shall give the Administrative Agent 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 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 (A) in the case of any prepayment of Eurodollar Loans, no later than 1:00 p.m. 12:00 Noon (New York City time) two Business Days prior to the date of such prepayment, and (xB) 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 (in the case of ABR Loansprepayment, including Swingline Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), and, in each case, the Administrative Agent and which notice shall promptly notify be transmitted by the Agent to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Banks; (2ii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be (A) in a multiple the case of $500,000 and any partial prepayment of Eurodollar Loans, in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be 5,000,000 (and, if greater, in a an integral multiple of $100,000 and in an aggregate principal amount of at least $100,000; 1,000,000), provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $5,000,000 and (3B) 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 5.1 3.01 on any a day other than which is not the last day of an the Interest Period applicable thereto shall be subject to compliance by thereto, the Borrower with the applicable provisions of shall compensate each Bank for any breakage costs owing under Section 2.11. Each such notice shall specify the date and amount 1.12 in respect of such prepayment prepayment; and the Class(es(iv) and Type(s) of Loans to be prepaid. Each each prepayment in respect of any Class 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 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 be applied to reduce the Repayment Amounts in such order as the Borrower may determine 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 future 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 Scheduled Repayments and Converted 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 LoansScheduled Repayments, 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 respectively, 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 Loan of a Defaulting Lenderbasis.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay its Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, without premium or penalty (except as set forth in clause (c) of this Section 5.1(b5.1), premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) one Business Day prior to; (x) on the date of such prepayment (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 shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline 10,000,000, (ii) any ABR Loans shall be in a multiple minimum amount of $100,000 and in an aggregate principal amount of at least $100,000; 1,000,000, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar such LIBOR Loans and (3c) any prepayment of Eurodollar LIBOR 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 5.15.1(a), such prepayment shall not be applied to any Term Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York City time3) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to each intended prepayment of LIBOR Loans and one (in the case 1) Business Day prior to each intended prepayment of Eurodollar Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, provided that (2i) each partial prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of Swingline Base Rate Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000; provided that , respectively, in the case of Swingline Loans), (ii) no partial prepayment of Eurodollar LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount, Class and Type(s) Type of the Loans to be prepaid. Each prepaid (and, in the case of LIBOR 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, provided that a notice of prepayment in respect full of any Class of Term the Revolving Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as delivered by the Borrower may determine 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 state that such proceeds be applied to reduce notice is conditioned upon the Repayment Amounts in direct order effectiveness of maturity and/or other credit facilities, a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to public offering of Capital Stock of the provisions of Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender.Parent or

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 1:00 p.m. (New York City time) (x) on the date of such prepayment (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 shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (3) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 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 Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement including Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to, or (iii) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiplies of $100,000 and in an aggregate principal amount of at least $100,000excess thereof; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubtthereto, the Borrower may shall, promptly after receipt of a written request by any applicable Lender (i) prepay Term Loans which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of an Existing Term Loan Class such Lender any amounts required 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)2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any 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, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutas applicable, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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)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. 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 shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to and (ii) in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to (in on the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit 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 an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple multiples of $100,000 and in excess thereof (or an aggregate principal amount that represents the entire remaining amount of at least $100,000; such Borrowing or as otherwise reasonably agreed by the Administrative Agent), provided that no partial prepayment of Eurodollar LIBOR Loans made (or deemed to have been made) pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made (or deemed to have been made) pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar such LIBOR Loans , and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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)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 Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutas applicable, except 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: (1) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans or SOFR 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 Borrowers no later than 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the case of LIBOR Loans and SOFR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans or Revolving Credit SOFR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans or SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans or SOFR Loans, as applicable, made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar such LIBOR Loans or SOFR Loans, as applicable, and (3) in the case of any prepayment of Eurodollar LIBOR 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 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class or Classes of Term Loans as directed by the BorrowerBorrowers may specify. For the avoidance Each prepayment in respect 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 shall be (a) applied to prepay Term Loans of an Existing Term Loan the 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, Loans as the Borrower shall be deemed to have elected that such proceeds be Borrowers may specify and (b) applied to reduce the Repayment Amounts in direct order of maturity and/or a pro rata basis among Tranche B-2 Term Loan ClassesRepayment Amounts, Amendment No. All prepayments under this Section 5.1 shall also be 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 provisions of Sections 5.2(d) case may be, in each case, in such order and 5.2(e)to such Classes as the Borrowers may specify. 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, including Term Loans and Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loansas applicable, withoutin each case, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the date case of such prepayment LIBOR Loans, three Business Days prior to, or (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in to, the case date of Eurodollar Loans), and, in each case, such prepayment and notice thereof shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class 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 Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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)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. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Term SOFR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the date case of such prepayment Term SOFR Loans, three Business Days prior to, and (ii) in the case of ABR Loans, including Swingline Loans) or (y) three one Business Days Day prior to (in the case date of Eurodollar Loans), and, in each case, such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit SOFR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal amount multiples of at least $1,000,000 in excess thereof, and each partial prepayment of Swingline (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such Term SOFR Loans, and (3) in the case of any prepayment of Eurodollar 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 Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubtthereto, the Borrower may shall, promptly after receipt of a written request by any applicable Lender (i) prepay Term Loans which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of an Existing Term Loan Class such Lender any amounts required 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)2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement including Revolving Credit Loans and Swingline Loans, without, except 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: (1) the Lead Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Lead Borrower no later than 1:00 p.m. 12:00 noon (New York City time) (xi) on in the case of LIBOR Loans, three (3) Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to, or (iii) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiplies of $100,000 and in an aggregate principal amount of at least $100,000excess thereof; provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term 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 Borrowers’ election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (1i) the Borrower shall give the Administrative Agent 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 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 1:00 p.m. prior to 3:00 P.M. (New York City time) (x) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Loans and (y) on the date of such prepayment (in the case of ABR Swingline Loans, including Swingline Loans) or (y) three Business Days prior to (which notice shall, except in the case of Eurodollar Swingline Loans), and, in each case, promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Banks; (2ii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment 500,000 (or $25,000 in the case of Swingline Loans shall be Loans) and in a multiple increments of $100,000 and (or $10,000, in an aggregate principal amount the case of at least $100,000; provided Swingline Loans) in excess thereof, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and applicable thereto; (3iii) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each each prepayment in respect of any Class of Term Loans made pursuant to this Section 5.1 a Borrowing shall be applied to reduce the Repayment Amounts in PRO RATA among such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by Loans, PROVIDED that at 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 '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 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 At any time and from time to time, each Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit the Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penaltyof any Class made to such Borrower, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms and conditions: Administrative Agent not later than 12:00 noon, Local Time, three (3) Business Days prior to each intended prepayment of LIBOR Loans, one (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) Business Day prior to each intended prepayment of its intent to make such prepayment, the amount of such prepayment Base Rate Loans and in the case of 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 1:00 p.m. (New York City time) (x) on the date of such each intended prepayment (in the case of ABR LIBOR Market Index Rate Loans, including Swingline Loans) or provided that (y) three Business Days prior to (in the case of Eurodollar Loans), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2i) each partial prepayment of any Borrowing of Term LIBOR Loans or Revolving Credit Multicurrency Swingline Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Swingline Base Rate Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000; provided that , respectively, in the case of Dollar Swingline Loans), (ii) no partial prepayment of Eurodollar LIBOR Loans or Multicurrency Swingline Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Eurodollar principal amount of the remaining LIBOR Loans made pursuant to or Multicurrency Swingline Loans, respectively, under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a LIBOR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount, Class, Currency and Type(s) Type of the Loans to be prepaidprepaid (and, in the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the applicable Borrower to make such prepayment on the terms specified therein. Each prepayment in respect of any Class of Term Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and 2.8(a) may be applied reborrowed, subject to any Class the terms and conditions 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 LoansAgreement. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes Administrative Agent receives a notice of Term Loansprepayment under this Section, 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 Administrative Agent will give prompt notice thereof to the provisions of Sections 5.2(d) and 5.2(e). At Lenders; provided that if such notice has also been furnished to the Borrower’s election in connection Lenders, the Administrative Agent shall have no obligation to notify the Lenders with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lenderrespect thereto.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, withoutas applicable, except 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: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, ,a Prepayment Notice specifying the amount of such prepayment and (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing(s) pursuant to which made, which notice Prepayment Notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m. 12:00 Noon (New York City time) (xi) on in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, ; (2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $500,000 5,000,000 and in an aggregate principal multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $1,000,000 and each partial prepayment in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 and in an aggregate principal amount of at least $100,000; excess thereof, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans such LIBOR Loans, and (3) in the case of any prepayment of Eurodollar LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by 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. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Such notice may be given by telephone; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Prepayment Notice of prepayment. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce any Term A Loan Repayment Amounts, New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the Repayment Amounts case may be, in each case, in such order as the Borrower may determine 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)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. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditionsconditions and subject to clause (b) and (c) below: (1a) 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 Eurodollar LIBOR 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 1:00 p.m. (i) 10:00 a m. (New York City time) one Business Day (xor, in the case of LIBOR Loans, three (3) on Business Days) prior to, the date of such prepayment (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, and shall promptly be transmitted by the Administrative Agent shall promptly notify to each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Lenders; (2b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 1,000,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,0005,000,000; 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 (3c) any prepayment of Eurodollar 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. Each such notice shall specify At the date and amount Borrower’s election, prepayments of such prepayment and Terms Loans pursuant to this Section 5.1 may be applied pro rata among the Class(es) and Type(s) of Loans to be prepaidTerm Loans. Each prepayment in respect of any Class tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts Term Loans in such order as the Borrower may determine 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)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 At any time and from time to time, the Borrower shall have the right to prepay Term the Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time part, together with accrued interest to time on the following terms and conditions: date of prepayment, without premium or penalty (1except as provided in clause (iii) the Borrower shall give below), upon written notice given to the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of 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 not later than 1:00 12:00 p.m. three (New York City time3) (x) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three U.S. Government Securities Business Days prior to each intended prepayment of SOFR Loans and one (in the case 1) Business Day prior to each intended prepayment of Eurodollar Base Rate Loans), and, in each case, unless such notice requirement is shortened by the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, Agent; provided that (2i) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least not less than $1,000,000 and each partial prepayment of Swingline Loans shall be in a 500,000 or, if greater, an integral multiple of $100,000 in excess thereof in the case of SOFR Loans and in an aggregate principal amount of at least not less than $100,000; provided that 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 Eurodollar SOFR Loans made pursuant to a any single Borrowing shall reduce the outstanding Eurodollar principal amount of the remaining SOFR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans $500,000 or to any greater amount not an integral multiple of $100,000 in excess thereof, and (3iii) any unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of Eurodollar Loans pursuant to this Section 5.1 a SOFR Loan may be made only on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Class(es) aggregate principal amount and Type(s) Type of the Loans to be prepaidprepaid (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. Each prepayment in respect of any Class of Term Loans prepaid pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and 2.7(a) may be applied reborrowed, subject to any Class the terms and conditions 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 LoansAgreement. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes Administrative Agent receives a notice 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 prepayment under this Section 5.1 shall also be subject 2.7(a), the Administrative Agent will give prompt notice thereof to the provisions of Sections 5.2(d) and 5.2(e). At Lenders; provided that if such notice has also been furnished to the Borrower’s election in connection Lenders, the Administrative Agent shall have no obligation to notify the Lenders with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lenderrespect thereto.