Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicablethe Loans made to it, in each case, other than as set forth whole or in Section 5.1(b)part, without premium or penalty, except as otherwise provided in whole or in part 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 Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay such prepaymentLoans pursuant to this Section 4.01(a), whether such Loans are Term Loans or Revolving Loans, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by the Borrower no later than 12:00 Noon prior to 1:00 P.M. (New York City time) (ix) on the same Business Day of such prepayment in the case of LIBOR Loans, Base Rate Loans and (y) at least three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and in the case of Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beBanks; (2ii) each partial prepayment of (ipursuant to this Section 4.01(a) any Borrowing of LIBOR Loans shall be in a minimum an aggregate principal amount of (A) at least $5,000,000 and or in multiples any multiple of $1,000,000 in excess thereof, thereof in the case of Eurodollar Loans and (iiB) at least $500,000 or any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples multiple of $100,000 in excess thereofthereof in the case of Base Rate Loans; provided, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Eurodollar Loans outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and applicable thereto; (3iii) in the case of any each prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment 4.01(a) in respect of any Term Loans made pursuant to this Section 5.1 a Borrowing 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 Amountspro rata among such Loans; provided, 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. At that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.14.01(a), such prepayment shall not be applied to any Term Loan or Revolving Credit Loan 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 RL Percentage of all Revolving Loans then outstanding; (iv) each prepayment of Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Repayments in inverse order of maturity. (b) In the event thatof certain refusals by a Bank to consent to certain proposed changes, on waivers, discharges or prior terminations with respect to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting which have been approved by the Required Bank as provided in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term LoansSection 12.12(b), the Borrower shall pay have the right, upon five Business Days' prior written notice to the Administrative Agent, for Agent at the ratable account of Notice Office (which notice the Administrative Agent shall promptly transmit to each of the applicable LendersBanks) to repay all Loans, together with accrued and unpaid interest, Fees and all other amounts due and owing to such Bank in accordance with said Section 12.12(b), so long as (xA) in the case of the repayment of Revolving Loans of any RL Bank pursuant to this clause (ib), a prepayment premium the Revolving Loan Commitment of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection such RL Bank is terminated concurrently with such Repricing Transaction repayment pursuant to Section 3.02(b) (at which time Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (yB) in the case of the repayment of Loans of any Bank, the consents required by Section 12.12(b) in connection with the repayment pursuant to this clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionb) shall have been obtained.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including its Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than without premium or penalty (except as set forth in clause (b) of this Section 5.1(b5.1), 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 LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans denominated in Dollars shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof10,000,000, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and 1,000,000, (iii) any Loans denominated in multiples Euro shall be in a minimum amount of $100,000 €10,000,000, (iv) any Loans denominated in excess thereof, Sterling shall be in a minimum amount of £5,000,000 and (iiiv) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof500,000, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Loans and (3c) in the case of any prepayment of 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, thereto shall be subject to compliance by the Borrower shall, promptly after receipt with the applicable provisions 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 prepayment in respect of any 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 Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, Amounts thereunder in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.15.1(a), such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In . Notwithstanding the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lendersforegoing, (x) in the case 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 clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being such conversion have been prepaid in connection with such Repricing Transaction or repaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Borrower may not prepay any Extended Term Loans outstanding immediately prior to which were converted from an Existing Class unless either such amendment that are subject to an effective pricing reduction pursuant to prepayment is accompanied by a pro rata prepayment of such Repricing TransactionExisting Class or such Existing Class has been repaid in full.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepaymentprepayment (which may be revoked at the option of the Borrower), the amount of such prepayment, the prepayment premium (if any) applicable thereto and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Term SOFR Loans, three two (2) Business Days prior to, and (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Term SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term SOFR Loans, and (3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, 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 2.112.10(e). Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g2.14(h), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specifyspecify (and, absent any such specification, such prepayments shall be applied pro rata in direct order of maturity of the remaining scheduled amortization payments of the Term Loans). 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. (b) In the event that, on or prior to the sixExcept for any payment made with internally-month anniversary generated cash flow of the Closing DateBorrower and its Subsidiaries, the Borrower if any Initial Term Loans are (i) makes voluntarily prepaid pursuant to Section 5.1(a), (ii) mandatorily prepaid pursuant to a Debt Incurrence Prepayment Event pursuant to Section 5.2(a)(i) or as a result of incurrence of Indebtedness under Section 11.1(w) pursuant to Section 5.2(a)(iii), (iii) prepaid as a result of a required assignment of Loans pursuant to Section 14.7(b) (for failure to consent to an amendment to this Agreement that reduces the applicable interest rate payable hereunder), (iv) prepaid as a result of such Indebtedness becoming due after an Event of Default pursuant to Section 12.5 or (v) repaid after the acceleration of the Loans for any reason, including as a result of any Event of Default, the commencement of any proceeding against the Borrower under the Bankruptcy Code or any other debtor relief law, the foreclosure and sale of, or collection of, the Collateral, or the restructuring, reorganization or compromise of the Loans and other Obligation by the confirmation of a plan of reorganization or any other plan of compromise, restructure or arrangement (it being understood and agreed that the prepayment of premium set forth in this clause (v) (I) will be due and payable as though such Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each were voluntarily prepaid as of the applicable Lendersdate of acceleration and (II) shall constitute part of the Obligations), such prepayments shall be made at (x) in the case of clause (i), a prepayment premium of 1.00102% of the aggregate principal amount of the Initial Term Loans being prepaid in connection with if such Repricing Transaction and prepayment occurs on or prior to the first anniversary of the Closing Date, (y) in the case of clause (ii), an amount equal to 1.00101% of the aggregate principal amount of Initial Term Loans prepaid if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (z) 100% of the aggregate principal amount of Initial Term Loans prepaid if such prepayment occurs after the second anniversary of the Closing Date; provided that, notwithstanding the foregoing, if any such prepayment referenced above is made (i) in connection with an initial public offering or (ii) in connection with a Change of Control or a sale of all or substantially all of the assets of the Borrower and its Subsidiaries, then such prepayments shall instead be made at (x) 101% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prepaid if such prepayment occurs on or prior to the first anniversary of the Closing Date, (y) 100.50% of the aggregate principal amount of Initial Term Loans prepaid if such amendment that are subject prepayment occurs after the first anniversary of the Closing Date but on or prior to an effective pricing reduction pursuant to the second anniversary of the Closing Date, and (z) 100% of the aggregate principal amount of Initial Term Loans prepaid if such Repricing Transactionprepayment occurs after the second anniversary of the Closing Date.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders and (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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 case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 3 Effective Date, the Borrower (i) makes any prepayment of Initial Amendment No. 3 New Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Amendment No. 3 New Term Initial Term Loans or Loans, (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Amendment No. 3 New Term Loans or (iii) requires a Lender to assign its Amendment No. 3 New Term Loans pursuant to Section 13.7(b) as a result of such Lender’s failure to consent to an amendment, amendment and restatement or other modification of the terms of the Amendment No. 3 New Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Amendment No. 3 New Term Loans being prepaid in connection with such Repricing Transaction and Transaction, (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Amendment No. 3 New Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction, and (z) in the case of clause (iii), an amount equal to 1.00% of the aggregate amount of such Lender’s Amendment No. 3 New Term Loans so assigned.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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 Initial any Term A 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. 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, New Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (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 LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline LoansLoans and Protective Advances), one Business Day prior to or (iiiii) in the case of Swingline LoansLoans and Protective Advances, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 10,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline LoansLoans and Protective Advances) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 1,000,000 in excess thereof, thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Loans and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Parent Borrower shall, promptly after receipt with the applicable provisions 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or New Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Subject to the terms and conditions set forth in this Section 5.01 and Section 4.03 and 4.04, the Borrowers shall have the right to prepay Loans, including the Term Loans, in whole or in part, from time to time subject to payment of the Prepayment Premium. The Borrowers shall have the right to repay the Revolving Credit Loans, and Swingline Loansin whole or in part, as applicable, in each case, other than as set forth in Section 5.1(b)from time to time, without premium or penalty. Notwithstanding anything to the contrary herein, in whole or in part from time to time on during the following terms occurrence and conditions:continuance of a Waterfall Trigger Event, the Borrowers shall not make any voluntary prepayment of Term Loans without the consent of the Revolving Agent. (1b) When making a voluntary partial prepayment, the Administrative Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of (i) its intent to make such prepayment, (ii) the amount of such prepayment and (iii) in the case of LIBOR Term SOFR Loans) , the specific Borrowing(s) pursuant to which such prepayment will be made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (iA) in the case of LIBOR Term SOFR Loans, 1:00 p.m. (New York time) three (3) Business Days prior to, and (iiB) in the case of ABR Loans Loans, 1:00 p.m. (other than Swingline Loans), New York time) ) one (1) Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment, and such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lenderrelevant Lenders, as the case may be; . (2c) each Each voluntary partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount multiple of $500,000 and in multiples aggregate principal amount of at least $100,000 in excess thereof100,000; provided, provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to outstanding under a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans made pursuant to outstanding under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and $500,000. (3d) in the case of any With respect to each prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto5.01, the Borrower shall, promptly after receipt Borrowers may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In the absence of a written request designation by any applicable Lender (which request shall set forth the Borrowers as described in reasonable detail the basis for requesting such amount)preceding sentence, pay to the Administrative Agent for shall, subject to the account of above, make such Lender any amounts required pursuant designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. Each such prepayment shall be accompanied by all accrued interest on the Loans so prepaid, through the date of such prepayment. (e) Each prepayment in respect of any Term Loans pursuant to this Section 5.1 5.01 shall be (a) applied ratably to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (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 LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three one Business Days Day prior to, (ii) in the case of ABR Loans (other than Swingline LoansLoans and Protective Advances), one Business Day prior to or (iiiii) in the case of Swingline LoansLoans and Protective Advances, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 10,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline LoansLoans and Protective Advances) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 1,000,000 in excess thereof, thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, ; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Loans and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Parent Borrower shall, promptly after receipt with the applicable provisions 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower At any time and from time to time, the Borrowers shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and conditions: one (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice Business Day prior to each intended prepayment of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), one Business Day prior to or provided that (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2i) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum an aggregate principal amount of not less than $5,000,000 and in multiples 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount and each partial prepayment of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Base Rate Loans shall be in a minimum an aggregate principal amount of not less than $500,000 and in multiples 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereofthereof ($100,000 and $100,000, provided that respectively, in the case of Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 on any day other than 2.7(a) may be reborrowed, subject to the last day terms and conditions of an Interest Period applicable thereto, this Agreement. In 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 event the Administrative Agent for receives a notice of prepayment under this Section, the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied Administrative Agent will give prompt notice thereof to the Class or Classes of Term Loans as Lenders; provided that if such notice has also been furnished to the Borrower may specify and (b) applied Lenders, the Administrative Agent shall have no obligation 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 notify the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection Lenders 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 Lenderrespect thereto. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing DateLoans made pursuant to Section 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is proportion to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionheld by each.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time 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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no not later than 12:00 Noon (New York City 11:00 a.m., Charlotte time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case to each intended prepayment of ABR LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), one Business Day prior to or provided that (iii) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $2,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($500,000 and $100,000, respectively, in the case of Swingline Loans), on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Base Rate Loans shall be in a minimum an aggregate principal amount of not less than $5,000,000 and in multiples 1,000,000 or, if greater, an integral multiple of $1,000,000 100,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$2,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 on any day other than 2.7(a) may be reborrowed, subject to the last day terms and conditions of an Interest Period applicable thereto, this Agreement. In 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 event the Administrative Agent for receives a notice of prepayment under this Section, the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied Administrative Agent will give prompt notice thereof to the Class or Classes of Term Loans as Lenders; provided that if such notice has also been furnished to the Borrower may specify and (b) applied Lenders, the Administrative Agent shall have no obligation 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 notify the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection Lenders 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 Lenderrespect thereto. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing DateLoans made pursuant to Section 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is proportion to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount held by eachprovided that if any Lender is a Defaulting Lender at the time of any such prepayment, any voluntary prepayment of the Initial Term Loans being prepaid in connection with shall, if the Administrative Agent so directs at the time of making such Repricing Transaction and (y) in voluntary prepayment, be applied to the case Loans of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term other Lenders as if such Defaulting Lender had no Loans outstanding immediately prior to and the outstanding Loans of such amendment that are subject to an effective pricing reduction pursuant to such Repricing TransactionDefaulting Lender were zero.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, to and (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: 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 of its intent to make such prepaymentthe Agent given not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to each intended prepayment of Loans; provided that (i) each partial prepayment shall be in an aggregate principal amount of such prepayment and not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or, in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madeSterling Facilities, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) pound)1,000,000 and (i) in the case of LIBOR Loanspound)500,000, three Business Days prior torespectively), (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof (or, and (3) in the case of any the Sterling Facilities, (pound)3,000,000 and (pound)1,000,000, respectively), 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 Loans pursuant to this Section 5.1 Loan may be made only on any day other than the last day of an the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class, Type and Applicable Currency of the Loans to be prepaid (and, in the case of LIBOR Loans, the Borrower shall, promptly after receipt Interest Period 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 Borrowing pursuant to Section 2.11which 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 Revolving Loans (but not Term Loans Loans) prepaid pursuant to this Section 5.1 shall be subsection (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, andbe reborrowed, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to terms and conditions of this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderAgreement. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction made pursuant to subsection (a) above shall be applied to reduce the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the outstanding principal amount of the Initial Tranche A Term Loans being prepaid or the Tranche B Term Loans, respectively, with each such reduction to be applied to the scheduled principal payments on the Tranche A Term Loans and the Tranche B Term Loans (as set forth in connection with such Repricing Transaction Sections 2.6(a) and (y2.6(b)) in the case scheduled order of clause (ii)maturity. Each such prepayment shall be applied ratably among the Lenders holding the Loans being prepaid, an in proportion to the principal amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionheld by each.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (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 LIBOR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than 12:00 Noon 1:00 p.m. (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline LoansLoans and Protective Advances), one Business Day prior to or on and (iiiii) in the case of Swingline LoansLoans and Protective Advances, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; ; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 500,000 in excess thereof, thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and Loans and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Parent Borrower shall, promptly after receipt with the applicable provisions 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment (a) shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender. , and (b) In the event that, on or prior shall be applied to the six-month anniversary Class or Classes of Loans as the Closing DateParent Borrower may specify. Notwithstanding the foregoing in this Section 5.1, only if all Tranche A Loans are repaid in full may the Borrower (i) makes any prepayment of Initial Term Loans in connection Borrowers prepay amounts owed with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay respect to the Administrative Agent, for Tranche A-1 Loans; provided that any such prepayment shall not reduce or terminate the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing TransactionTranche A-1 Commitments.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b) or Section 5.1(c), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR ABR Loans, three one Business Days Day prior to, to and (ii) in the case of ABR Loans (other than Swingline SOFR Loans), one three U.S. Government Securities Business Day Days prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, SOFR Loans and (3) in the case of any prepayment of LIBOR SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Tranche B-1 Term Loan Repayment Amounts, Tranche B-3-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 1 Effective Date, the Borrower (i) makes any prepayment of Initial Tranche B-1 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Tranche B-1 Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Tranche B-1 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Tranche B-1 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Tranche B-1 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.[Reserved.] (c) In the event that, on or prior to the six-month anniversary of the Amendment No. 47 Effective Date, the Borrower (i) makes any prepayment of Tranche B-3-4 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Tranche B-3-4 Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Tranche B-3-4 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Tranche B-3-4 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Tranche B-3-4 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms Administrative Agent not later than 11:00 a.m., Charlotte time, five (5) Business Days prior to each intended prepayment of LIBOR Loans and conditions: one (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or each intended prepayment of Base Rate Loans, provided that (iii) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (an integral multiple of $100,000 in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Revolving Loans and Swingline Loans (but not Term Loans) prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be subsection (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, andbe reborrowed, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to terms and conditions of this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderAgreement. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction made pursuant to subsection (a) above shall be applied to reduce the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the outstanding principal amount of the Initial Term Loans, with such reduction to be applied to the scheduled principal payments on the Term Loans being prepaid (as set forth in connection with such Repricing Transaction and (ySection 2.6(a)) in the case of clause (ii), an amount equal to 1.00% on a pro rata basis. Each prepayment of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction made pursuant to such Repricing Transactionsubsection (a) above shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or such other form of notice as may be agreed by the Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR LoansLoans denominated in Dollars, three Business Days prior to, or (ii) in the case of ABR Loans (other than Swingline Loans), one on the same Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans denominated in Dollars shall be in a minimum amount of $5,000,000 2,500,000 and in multiples of $1,000,000 500,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and ; (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (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 the payment of the Prepayment Premium. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders and (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specifyAmendment No. 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.3

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including its Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR LoansLoans denominated in Dollars, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i1) any Borrowing of LIBOR Loans denominated in Dollars shall be in a minimum amount of $5,000,000 2,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (ii2) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 500,000 in excess thereof, and (iii3) Swingline Loans shall be in a minimum the full amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Loans and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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(g2.14(f), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In . Notwithstanding the event that, on or prior to the six-month anniversary of the Closing Dateforegoing, the Borrower (i) makes any prepayment of Initial may not repay Extended Term Loans in connection with of any Repricing Transaction Extension Series unless such prepayment is accompanied by a pro rata repayment of Term Loans of the primary purpose of Existing Term Loan Class from which is to decrease the Effective Yield on such Extended Term Loans were converted (or such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) Existing Term Loan Class have otherwise been repaid in the case of clause (ifull), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline ABR Loans, on, one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Loans and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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 Amountsspecify, as the case may be, in each case, in such order as the Borrower may specify. At Notwithstanding the Borrower’s election in connection with foregoing, the Borrower may not repay Extended Term Loans of any prepayment pursuant to this Section 5.1, Extension Series unless such prepayment shall not be applied to any is accompanied by at least a pro rata repayment of Loans of the Existing Class from which such Extended Term Loan Loans were converted (or Revolving Credit Loan such Loans of a Defaulting Lenderthe Existing Class have otherwise been repaid in full). (b) In If any Initial Term Loans are voluntarily prepaid pursuant to Section 5.1(a) or mandatorily prepaid pursuant to Section 5.2 pursuant to a Debt Incurrence Prepayment Event or as a result of the event that, on incurrence of Indebtedness under Section 10.1(w)(i) or Section 10.1(x)(i)(b) or as a result of an assignment by a Non-Consenting Lender in accordance with Section 13.7(b) prior to the six-month second anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower prepayments shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, be made at (x) in the case of clause (i), a prepayment premium of 1.00102% of the aggregate principal amount of Loans prepaid if such prepayment occurs prior to the Initial Term Loans being prepaid in connection with such Repricing Transaction first anniversary of the Closing Date and (y) in the case of clause (ii), an amount equal to 1.00101% of the aggregate principal amount of Loans prepaid if such prepayment occurs on or after the applicable Initial Term Loans outstanding immediately first anniversary of the Closing Date but prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionthe second anniversary of the Closing Date.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or such other form of notice as may be agreed by the Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR LoansLoans denominated in Dollars, three Business Days prior to, (ii) in the case of ABR LIBOR Loans (other than Swingline Loans)denominated in an Alternative Currency, one four Business Day Days prior to to, or (iiiii) in the case of Swingline ABR Loans, on, on the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may besame Business Day; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans denominated in Dollars or any Alternative Currency shall be in a minimum amount of the Dollar Equivalent of $5,000,000 2,500,000 and in multiples of the Dollar Equivalent of $1,000,000 500,000 in excess thereof, and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, ; and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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, 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 the Class or Classes of Revolving Loans as the Borrower may specify (but ratably to the Lenders of such Class). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms Administrative Agent not later than 1:00 p.m., Charlotte, North Carolina time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and conditions: one (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice Business Day prior to each intended prepayment of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), one Business Day prior to or provided that (iii) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000, respectively, in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Revolving Loans and Swingline Loans (but not Term Loans) prepaid pursuant to this Section 5.1 on any day other than 2.7(a) may be reborrowed, subject to the last day terms and conditions of an Interest Period applicable thereto, this Agreement. In 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 event the Administrative Agent for receives a notice of prepayment under this Section, the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied Administrative Agent will give prompt notice thereof to the Class or Classes of Term Loans as Lenders; provided that if such notice has also been furnished to the Borrower may specify and (b) applied Lenders, the Administrative Agent shall have no obligation 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 notify the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection Lenders 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 Lenderrespect thereto. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction made pursuant to Section 2.7(a) shall be applied to reduce the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the outstanding principal amount of the Initial Term Loans being prepaid in connection Loans, with such Repricing Transaction and reduction to be applied (y) in first, to the case of clause next four (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.4) scheduled unpaid principal payments (as set forth in

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(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 substantially in the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) 2:00 p.m. (i) 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 (ii) in the case of Swingline ABR Loans, on, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iiiii) Swingline any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, ; and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto, the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a1) applied to the Class or Classes of Term Loans as the Borrower may specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, andany Replacement Term Loan Repayment Amount, subject to Section 2.14(g), any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In [Reserved]. (c) Notwithstanding anything to the event thatcontrary contained in this Agreement, on the Borrower may by giving written notice to the Administrative Agent rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to the six-month anniversary time of the Closing Datesuch prepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans refinancing or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower other conditional event shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionnot be consummated or shall otherwise be delayed.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b5.1(c), without premium or penalty, in whole or in part from time to time on the following terms and conditions:and (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon 2:00 p.m. (New York City time) (i) in the case of LIBOR Term 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 ABR Loans, on, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline LenderLenders, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Term SOFR Loans shall be in a minimum amount of $5,000,000 U.S.$250,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 U.S.$100,000 in excess thereof, and (iiiii) Swingline any ABR Loans shall be in a minimum amount of $500,000 U.S.$250,000 and in multiples of $100,000 U.S.$100,000 in excess thereof, ; provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term SOFR Loans, ; and (3c) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto, the applicable 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a1) applied to the Class or Classes of Term Loans as the Borrower may specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initial any 2021 Refinancing Term Loan Repayment AmountsAmount, any New Term Loan Repayment Amounts, andany Replacement Term Loan Repayment Amount, subject to Section 2.14(g), any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. Notwithstanding the foregoing, prior to the six-month anniversary of the Closing Date, all prepayments pursuant to this Section 5.1(a) shall have been applied to the outstanding Initial Term B-2 Loans until such Initial Term B-2 Loans, together with all accrued but unpaid interest thereon, have been paid in full. Subject to the immediately preceding sentence, in the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may by giving written notice to the Administrative Agent rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to 10 a.m. (New York City time) (or, such later time as the Administrative Agent may approve in its sole discretion) on the date of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. (c) In the event that, on or prior to the six-month anniversary of the Closing Fifth Amendment Effective Date, the Borrower (i) makes any prepayment of Initial 2021 Refinancing Term Loans in connection with any Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Effective Yield on such Term Initial 2021 Refinancing Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Effective Yield on the Initial 2021 Refinancing Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial 2021 Refinancing Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount a premium equal to 1.00% of the aggregate principal amount of the applicable Initial 2021 Refinancing Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b5.1(c), 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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon 2:00 p.m. (New York City time) (i) in the case of LIBOR Term 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 ABR Loans, on, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline LenderLenders, as the case may be; and (2b) each partial prepayment of (i) any Borrowing of LIBOR Term SOFR Loans shall be in a minimum amount of $5,000,000 U.S.$250,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 U.S.$100,00050,000 in excess thereof, and (iiiii) Swingline any ABR Loans shall be in a minimum amount of $500,000 U.S.$250,000 and in multiples of $100,000 U.S.$100,00050,000 in excess thereof, ; provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term SOFR Loans, ; and (3c) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto, the applicable 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a1) applied to the Class or Classes of Term Loans as the Borrower may specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initial any 20212025 Refinancing Term Loan Repayment AmountsAmount, any New Term Loan Repayment Amounts, andany Replacement Term Loan Repayment Amount, subject to Section 2.14(g), any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. Notwithstanding the foregoing, prior to the six-month anniversary of the Closing Date, all prepayments pursuant to this Section 5.1(a) shall have been applied to the outstanding Initial Term B-2 Loans until such Initial Term B-2 Loans, together with all accrued but unpaid interest thereon, have been paid in full. Subject to the immediately preceding sentence, in the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may by giving written notice to the Administrative Agent rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to 10 a.m. (New York City time) (or, such later time as the Administrative Agent may approve in its sole discretion) on the date of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. (c) In the event that, on or prior to the six-month anniversary of the Closing FifthSeventh Amendment Effective Date, the Borrower (i) makes any prepayment of Initial 20212025 Refinancing Term Loans (including any Extended Existing Term Loans and 2025 New Term Loans) in connection with any Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Effective Yield on such Term Initial 20212025 Refinancing Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Effective Yield on the Initial 20212025 Refinancing Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial 20212025 Refinancing Term Loans (including any Extended Existing Term Loans and 2025 New Term Loans) being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount a premium equal to 1.00% of the aggregate principal amount of the applicable Initial 20212025 Refinancing Term Loans (including any Extended Existing Term Loans and 2025 New Term Loans) outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right right, at any time, to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1a) the Borrower Company shall give the Administrative Agent and at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) Loans the specific Borrowing(s) pursuant to which madebe prepaid, which notice shall be given by the such Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, 10:00 a.m. three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount an integral multiple of $1,000,000 and in multiples an aggregate principal amount of at least $100,000 in excess thereof, 5,000,000 and (iii) Swingline each partial prepayment of ABR Loans shall be in a minimum amount of $500,000 and in multiples an integral multiple of $100,000 and in excess thereofan aggregate principal amount of at least $500,000 or, in each case, if less, the entire principal amount thereof then outstanding, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR LoansAmount, and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the relevant Borrower shall, promptly after receipt with the applicable provisions 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, Lenders’ participation in each casesuch Loan pro rata, in such order as provided that, at the Borrower may specify. At the BorrowerCompany’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. Lender (b) In the event provided, further, that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment any Lenders that are subject to an effective pricing reduction pursuant to Affiliates of other Lenders, such Repricing TransactionLenders may allocate such prepayments among such Lenders as such Lenders determine in their discretion).

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1a) the Borrower Representative shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Representative no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 1,000,000 and in multiples of $1,000,000 500,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 500,000 and in multiples of $100,000 in excess thereof, thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Loans and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as At the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the BorrowerRepresentative’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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicableLoans of any Class, in each case, without premium or penalty (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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR EurocurrencySOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) 12:00 Noon (New York City time) (i) in the case of LIBOR EurocurrencySOFR Loans, three Business Days prior to, to the date of such prepayment or (ii) 11:00 a.m. (New York City time) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR EurocurrencySOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR EurocurrencySOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR EurocurrencySOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR EurocurrencySOFR Loans, ; and (3) in the case of any prepayment of LIBOR EurocurrencySOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At Notwithstanding the Borrower’s election in connection with foregoing, the Borrower may not repay Extended Term Loans of any prepayment pursuant to this Section 5.1, Extension Series unless such prepayment shall not be applied to any is accompanied by at least a pro rata repayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were converted (or Revolving Credit such Term Loans of the Existing Term Loan of a Defaulting LenderClass have otherwise been repaid in full). (b) In the event that, on or prior to the six-month anniversary of date that is one year after the Closing Date, the Borrower (i) makes make any voluntary prepayment of Initial Term Loans pursuant to this Section 5.1, or any mandatory prepayment in connection with any Repricing Transaction the primary purpose a Debt Incurrence Prepayment Event, in each case, of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, then the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i)Lender, a prepayment premium of 1.002.00% of the principal amount of the Initial Term Loans being prepaid in connection with prepayment. (c) Each notice of prepayment delivered by the Borrower pursuant to this Section 5.1 shall be irrevocable; provided, that such Repricing Transaction and notice may be conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (y) in by notice to the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately Administrative Agent on or prior to the specified effective date) if such amendment condition is not satisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that are subject to an effective pricing reduction pursuant to any or all of such Repricing Transactionconditions will not be satisfied (or waived).

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and conditions: one (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice Business Day prior to each intended prepayment of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), one Business Day prior to or provided that (iii) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000, respectively, in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in the case of any prepayment LIBOR Loans, the Interest Period of LIBOR Loans the Borrowing pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable theretowhich made), and shall be irrevocable and shall bind the Borrower shallto make such prepayment on the terms specified therein, promptly after receipt provided that a notice 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 prepayment in respect full of any Term the Revolving Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as delivered by the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amountsstate that such notice is conditioned upon the effectiveness of other credit facilities, 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. 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 a public offering of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary Capital Stock of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.Parent or

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time 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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no not later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, 11:00 a.m. three Business Days prior to, (ii) in the case to each intended prepayment of ABR LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), one Business Day prior to or ; provided that (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2i) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum an aggregate principal amount of not less than $5,000,000 and in multiples or, if greater, an integral multiple of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount and each partial prepayment of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Base Rate Loans shall be in a minimum an aggregate principal amount of not less than $500,000 and in multiples 1,000,000 or, if greater, an integral multiple of $100,000 250,000 in excess thereofthereof ($100,000 and $100,000, provided that respectively, in the case of Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) unless made together with all amounts required under Section 2.16 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 on any day other than 2.8 may be reborrowed, subject to the last day terms and conditions of an Interest Period applicable thereto, this Agreement. In 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 event the Administrative Agent for receives a notice of prepayment under this Section, the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied Administrative Agent will give prompt notice thereof to the Class or Classes of Term Loans as Lenders; provided that if such notice has also been furnished to the Borrower may specify and (b) applied Lenders, the Administrative Agent shall have no obligation 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 notify the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection Lenders 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 Lenderrespect thereto. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing DateLoans made pursuant to this Section 2.8 shall be applied ratably among the Lenders holding the Loans being prepaid, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is proportion to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount held by each; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any voluntary prepayment of the Initial Term Loans being prepaid in connection with shall, if the Administrative Agent so directs at the time of making such Repricing Transaction and (y) in voluntary prepayment, be applied to the case Loans of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term other Lenders as if such Defaulting Lender had no Loans outstanding immediately prior to and the outstanding Loans of such amendment that are subject to an effective pricing reduction pursuant to such Repricing TransactionDefaulting Lender were zero.

Voluntary Prepayments. (a) The At any time and from time to time, each Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time 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 of its intent not later than 11:00 a.m., Charlotte time, (x) four Business Days prior to make such prepayment, the amount of such each intended prepayment and (in the case of LIBOR LoansLoans denominated in a Foreign Currency, (y) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, to each intended prepayment of LIBOR Loans denominated in Dollars or (iiz) in the case one Business Day prior to each intended prepayment of ABR Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis); provided that (i) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 and, one Business Day prior to or if greater, an integral multiple of $500,000 in excess thereof (ii) $100,000 and $100,000, respectively, in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be); (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof; and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount, Currency and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 on any day other than 2.7(a) may be re-borrowed, subject to the last day terms and conditions of an Interest Period applicable thereto, this Agreement. In 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 event the Administrative Agent for the account receives a notice of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to under this Section 5.1 2.7(a), the Administrative Agent shall be (a) applied give prompt notice thereof to the Class or Classes of Term Loans as Lenders; provided that if such notice has also been furnished to the Borrower may specify and (b) applied Lenders, the Administrative Agent shall have no obligation 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 notify the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection Lenders 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 Lenderrespect thereto. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing DateLoans made pursuant to Section 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is proportion to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount held by each; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any voluntary prepayment of the Initial Term Loans being prepaid in connection with shall, if the Administrative Agent so directs at the time of making such Repricing Transaction and (y) in voluntary prepayment, be applied to the case Loans of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term other Lenders as if such Defaulting Lender had no Loans outstanding immediately prior to and the outstanding Loans of such amendment that are subject to an effective pricing reduction pursuant to such Repricing TransactionDefaulting Lender were zero.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions:the (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline ABR Loans, on, one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Restatement Effective Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than 12:00 Noon (New York City time) (i) in the case of LIBOR SOFR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, SOFR Loans and (3) in the case of any prepayment of LIBOR SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower Borrowers 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower Borrowers may specify and (b) applied to reduce Initial Tranche B-2 Term Loan Repayment Amounts, Tranche B-6 Term Loan Repayment Amounts, Tranche B-4-7 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 10 Effective Date, the Borrower Borrowers (i) makes make any prepayment of Initial Tranche B-6 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial such Term Loans, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Tranche B-6 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Tranche B-6 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) In the event that, on or prior to the six-month anniversary of the Amendment No. 11 Effective Date, the Borrowers (i) make any prepayment of Tranche B-7 Term Loans in connection with any Repricing Transaction with respect to Tranche B-7 Term Loans the primary purpose of which is to decrease the Effective Yield on such Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Tranche B-7 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Tranche B-7 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to to, or (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples multiplies of $100,000 in excess thereof, ; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term Benchmark Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR 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 (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Term Benchmark Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Term Benchmark Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Benchmark Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Benchmark Loans, and (3) in the case of any prepayment of LIBOR Term Benchmark Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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, Amounts and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Ninth Amendment Effective Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, to and (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, on the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, 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 (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereofthereof (or an amount that represents the entire remaining amount of such Borrowing or as otherwise reasonably agreed by the Administrative Agent), provided that no partial prepayment of LIBOR Loans made (or deemed to have been made) pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made (or deemed to have been made) pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR LoansLoans , and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-six month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans (including any required assignment pursuant to Section 13.7) or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part 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 LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon 1:00 p.m. (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline ABR Loans, onone Business Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, $5,000,000 and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Borrower shall, promptly after receipt with the applicable provisions 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes Loans on a pro rata basis based on the aggregate principal amount of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in outstanding at such order as the Borrower may specifytime. 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. (b) In At the event thatend of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after October 10, 2012 (each, an “Optional Interest Repayment Date”), the Borrower may pay in cash, without duplication, all accrued and unpaid interest, if any and all accrued but unpaid “original issue discount” (as defined in Section 1273(a)(1) of the Code) on or prior each Senior Toggle Term Loan and/or Senior Toggle Note then outstanding up to the six-month anniversary Optional Interest Repayment Amount, minus $50,000,000 (each such redemption, an “Optional Interest Repayment”). The “Optional Interest Repayment Amount” shall mean, as of the Closing each Optional Interest Repayment Date, the Borrower excess, if any, of (i) makes any prepayment the aggregate amount of Initial accrued and unpaid interest and all accrued but unpaid “original issue discount” (as defined in Section 1273(a)(1) of the Code) with respect to the applicable Senior Toggle Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans Loan or Senior Toggle Note, over (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% the product of (A) the “issue price” (as defined in Sections 1273(b) and 1274(a) of the aggregate amount Code) of the applicable Initial Senior Toggle Term Loans outstanding immediately prior Loan or Senior Toggle Note multiplied by (B) the “yield to maturity” (as defined in the Treasury Regulation Section 1.1272-1(b)(1)(i)) of such amendment that are subject to an effective pricing reduction pursuant to such Repricing TransactionSenior Toggle Term Loan or Senior Toggle Note.

Voluntary Prepayments. From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any (ai) The Loans (other than Swing Line Loans); PROVIDED, HOWEVER, that (A) any such prepayment of the Term A Loans, Term B Loans or Term C Loans shall be applied to the Term A Loans, Term B Loans and/or Term C Loans as the Borrower shall have direct (or, in the right to prepay absence of any such direction, PRO RATA among Term A Loans, including Term B Loans and Term C Loans), and subject to such application, shall be made PRO RATA among Term A Loans, Revolving Credit Loans, Term B Loans and Swingline Term C Loans, as applicable, in each caseof the same type and, other than as set forth in Section 5.1(b)if applicable, without premium or penalty, in whole or in part from time to time on having the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice same Interest Period of its intent to make all Lenders that have made such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Term A Loans, three Business Days prior to, (ii) in the case of ABR Term B Loans or Term C Loans (other than Swingline Loans), one Business Day prior with the amounts so allocated to or (ii) in the case of Swingline Term A Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders Term B Loans or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Term C Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) being applied to the Class or Classes of remaining amortization payments for the Term A Loans, the Term B Loans as and 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 AmountsC Loans, as the case may be, in each case, in such order amounts as the Borrower may specify. At the Borrower’s election in connection with shall determine) and any prepayment pursuant to this Section 5.1, such prepayment of Revolving Loans shall not be applied to any Term Loan or made PRO RATA among the Revolving Credit Loan Loans of a Defaulting Lender.the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (bB) In the event that, on or all such voluntary prepayments shall require at least one but no more than five Business Days' prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i)LIBO Rate Loans, a prepayment premium of 1.00% of the principal in an aggregate minimum amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction $1,000,000 and (y) an integral multiple of $250,000 and, in the case of clause Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $250,000; and (ii) Swing Line Loans, PROVIDED that (A) all such voluntary prepayments shall require prior telephonic notice to the Administrative Agent (which shall promptly notify the Swing Line Lender) on or before 1:00 p.m., New York City time, on the day of such prepayment (such notice to be confirmed in writing by the Borrower within 24 hours thereafter), ; and (B) all such voluntary partial prepayments shall be in an amount equal to 1.00% of the aggregate minimum amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to $250,000 and an effective pricing reduction pursuant to such Repricing Transactionintegral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three threetwo Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to to, or (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples multiplies of $100,000 in excess thereof, ; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Term SOFR Loans, three 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 ABR Loans, on, one Business Day prior to the date of such prepayment (or, in each case of clauses (i) and (ii), a shorter period if agreed to by the Administrative Agent) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Term SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term SOFR Loans, and (3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, 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. 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 Borrowers may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower Borrowers may specifyspecify (and if no such order is specified by the Borrower, in direct order of maturity). 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Restatement Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice substantially in the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term Benchmark Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) 2:00 p.m. (i) in the case of LIBOR Term Benchmark Loans, three (3) 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 ABR Loans, on, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR Term Benchmark Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iiiii) Swingline any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided, provided that no partial prepayment of LIBOR Term Benchmark Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Benchmark Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Benchmark Loans, ; and (3c) in the case of any prepayment of LIBOR Term Benchmark Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto, the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a1) applied to the Class or Classes of Term Loans as the Borrower may specify and (b2) with respect to prepayments of Term 139 Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, andany Replacement Term Loan Repayment Amount, subject to Section 2.14(g), any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, after July 2, 2018 and on or prior to the six-month anniversary of the Closing DateJuly 2March 17, 201926, the Borrower (i) makes any prepayment of Initial Initial2025 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Initial2025 Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose (as determine by the Borrower in good faith) of which is to (and which does) decrease the Effective Yield on the Initial Initial2025 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Initial2025 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate principal amount of the applicable Initial Initial2025 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may by giving written notice to the Administrative Agent rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to the time of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loanswithout premium or penalty, and Swingline Loans, as applicable, in each case, other than 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 LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon 1:00 p.m. (New York City time) (ix) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may berelevant Lenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR Term Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount multiple of $500,000 and in multiples an aggregate principal amount of at least $100,000 in excess thereof, 1,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount $5,000,000 for such LIBOR Loans, ; and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Borrower shall, promptly after receipt with the applicable provisions of a written request by any applicable Lender (which request Section 2.11. Each such notice shall set forth in reasonable detail specify the basis for requesting such amount), pay to the Administrative Agent for the account date and amount of such Lender any amounts required pursuant prepayment and the Class(es) and Type(s) of Loans to Section 2.11be 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 the 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, Amounts (if any) in such order as the Borrower may specify. At determine and may be applied to any Class of Term Loans as directed by the Borrower’s election in connection with any prepayment . For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1, 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such prepayment shall not be applied to any 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 Revolving Credit Loan of a Defaulting Lender. (b) exchanged for such Extended Term Loans. In the event that, on or prior to the six-month anniversary of the Closing Date, that the Borrower (i) makes any prepayment does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial 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). (b) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to the firstsix-month anniversary of the ClosingAmendment No. 1 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding InitialTranche 1 Term Loans, a fee in an amount equal to 1.0% of the applicable Lenders, (x) in the case of a Repricing Transaction of the type described in clause (i), a prepayment premium of 1.00% a) of the definition thereof, the aggregate principal amount of the Initial all InitialTranche 1 Term Loans being prepaid (or converted or exchanged) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (ii), an amount equal to 1.00% b) of the definition thereof, the aggregate principal amount of the applicable Initial all InitialTranche 1 Term Loans outstanding immediately prior to on such amendment date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. For the avoidance of doubt, on and after the firstsix-month anniversary of the ClosingAmendment No. 1 Effective Date no fee shall be payable pursuant to this Section 5.1(b). (c) Notwithstanding anything in this Agreement to the contrary, so long as no Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Loans on the following basis: (i) The Borrower shall have the right to make a voluntary prepayment of Loans at a discount to par (such prepayment, the “Discounted Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment made in accordance with this Section 5.1(c); provided that the Borrower shall not initiate any action under this Section 5.1(c) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount. (ii) Subject to the proviso to subsection (i) above, the Borrower may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each Lender, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to the Lenders (the “Specified Discount Prepayment Response Date”). (iii) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (iv) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Loans pursuant to this paragraph (c) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (ii); provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (v) below (subject to subsection (x) below). (d) In connection with any Discounted Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Loan Prepayment, the payment of customary fees and expenses from the Borrower in connection therewith.

Voluntary Prepayments. 137 (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice substantially in the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term Benchmark Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) 2:00 p.m. (i) in the case of LIBOR Term Benchmark Loans, three (3) 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 ABR Loans, on, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR Term Benchmark Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iiiii) Swingline any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided, provided that no partial prepayment of LIBOR Term Benchmark Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Benchmark Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Benchmark Loans, ; and (3c) in the case of any prepayment of LIBOR Term Benchmark Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto, the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a1) applied to the Class or Classes of Term Loans as the Borrower may specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, andany Replacement Term Loan Repayment Amount, subject to Section 2.14(g), any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing DateMarch 17, 2026, the Borrower (i) makes any prepayment of Initial 2025 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial 2025 Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose (as determine by the Borrower in good faith) of which is to (and which does) decrease the Effective Yield on the Initial 2025 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial 2025 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate principal amount of the applicable Initial 2025 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may by giving written notice to the Administrative Agent rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to the time of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or 138 Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, to and (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the 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 Swingline Lenderdate specified in such notice, as may be revoked by the case may beBorrower; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 1,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, ; provided that no partial voluntary prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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, Amounts and any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Incremental Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1a) the Borrower Representative shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Representative no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Term SOFR Rate Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Term SOFR Rate Loans shall be in a minimum amount of $5,000,000 1,000,000 and in multiples of $1,000,000 500,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 500,000 and in multiples of $100,000 in excess thereof, thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Tenn SOFR Rate Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Rate Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Term SOFR Rate Loans and (3c) in the case of any prepayment of LIBOR form SOFR Rate Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as At the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the BorrowerRepresentative’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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice substantially in the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR LIBORTerm Benchmark Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) 2:00 p.m. (i) in the case of LIBOR LIBORTerm 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 ABR Loans, on, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR LIBORTerm Benchmark Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iiiii) Swingline any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided, provided that no partial prepayment of LIBOR LIBORTerm Benchmark Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR LIBORTerm Benchmark Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR LIBORTerm Benchmark Loans, ; and (3c) in the case of any prepayment of LIBOR 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, the applicable 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a1) applied to the Class or Classes of Term Loans as the Borrower may specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, andany Replacement Term Loan Repayment Amount, subject to Section 2.14(g), any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, after July 2, 2018 and on or prior to the six-month anniversary of the Closing DateJuly 2, 2019, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the 175 LEGAL_US_E # 167910103.1167910103.8 176 LEGAL_US_E # 167910103.1167910103.8 primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may by giving written notice to the Administrative Agent rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to the time of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Voluntary Prepayments. (a) The Borrower shall have the right to --------------------- prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (1i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (x) at least one Business Day prior to the Administrative Agent’s Office date that a prepayment of Base Rate Loans or Swingline Loans is to be made prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks; (ii) each prepayment shall be given by in an aggregate principal amount of at least (x) $1,000,000 (or, if less, the Borrower no later than 12:00 Noon (New York City time) (ifull amount of such outstanding Loans) in the case of LIBOR Term Loans, three Business Days prior to(y) $500,000 (or, (iiif less, the full amount of such outstanding Loans) in the case of ABR Revolving Loans (other than Swingline Loans), one Business Day prior to or (iiz) $100,000 (or, if less, the full amount of Swingline Loans then outstanding) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each provided that if any partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (31) in the case of Term Loans, $5,000,000 and (2) in the case of Revolving Loans, $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any prepayment election of LIBOR an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 5.1 4.01 on any day other than the last day of an Interest Period applicable thereto, thereto shall be accompanied by 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 under Section 2.11. Each 1.11; (iv) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall, except as set forth below, be applied pro rata among such Loans; and (v) in the event of certain --- ---- refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon five (5) Business Days' written notice to the Administrative Agent at its Notice Office (which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans for any Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment, and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (v) have been obtained; provided that at the Borrower's election (and with the -------- consent of the Administrative Agent, unless the Administrative Agent is the Defaulting Bank) in connection with any prepayment of Revolving Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In Bank. Each prepayment of principal of Term Loans pursuant to this Section 4.01 shall be applied to reduce, in order of maturity for Scheduled Repayments, the event thatnext succeeding four remaining Scheduled Repayments of such Term Loans and thereafter, on or prior to the six-month anniversary then remaining Scheduled Repayments of the Closing Date, the Borrower (i) makes any prepayment of Initial such Term Loans in connection with any Repricing Transaction pro rata based upon the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the then remaining principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactioneach --- ---- Scheduled Repayment.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms Administrative Agent not later than 1:00 p.m., Charlotte, North Carolina time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and conditions: one (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice Business Day prior to each intended prepayment of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), one Business Day prior to or provided that (iii) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000, respectively, in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Revolving Loans and Swingline Loans (but not Term Loans) prepaid pursuant to this Section 5.1 on any day other than 2.7(a) may be reborrowed, subject to the last day terms and conditions of an Interest Period applicable thereto, this Agreement. In 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 event the Administrative Agent for receives a notice of prepayment under this Section, the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied Administrative Agent will give prompt notice thereof to the Class or Classes of Term Loans as Lenders; provided that if such notice has also been furnished to the Borrower may specify and (b) applied Lenders, the Administrative Agent shall have no obligation 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 notify the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection Lenders 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 Lenderrespect thereto. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction made pursuant to Section 2.7(a) shall be applied to reduce the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the outstanding principal amount of the Initial Term A Loans, the Term A-1 Loans and each Series of Incremental Term Loans being prepaid in connection (applied ratably to Term A Loans, Term A-1 Loans and each Series of Incremental Term Loans based upon the respective aggregate outstanding principal amount of each such Class of Loans at the time of such prepayment), with such Repricing Transaction and reduction to be applied (y) first, to the next four (4) scheduled unpaid principal payments of the Term A Loans, the Term A-1 Loans and each Series of Incremental Term Loans (as set forth in Sections 2.6(a) and 2.6(b) or in the case applicable Incremental Term Loan Amendment) (excluding any scheduled principal payment due on the date of such prepayment), in the direct order of maturity, and (z) second, to the extent of any excess remaining after application as provided in clause (iiy) above, to the other remaining scheduled principal payments of the Term A Loans, Term A-1 Loans and Incremental Term Loans (as set forth in Sections 2.6(a) and 2.6(b) or in the applicable Incremental Term Loan Amendment), an amount equal to 1.00% in the inverse order of maturity (provided that, upon the written election of the Borrower, such prepayment of Term Loans may be applied only to the Term A-1 Loans and each Series of Incremental Term Loans (applied ratably to Term A-1 Loans and each Series of Incremental Term Loans based upon the respective aggregate outstanding principal amount of each such Class of Loans at the applicable Initial time of such prepayment), with such reduction to be applied to the remaining scheduled principal payments of the Term A-1 Loans and Incremental Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction in the inverse order of maturity). Each prepayment of the Loans made pursuant to such Repricing TransactionSection 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, to or (ii) in the case of ABR Loans (other than Swingline Loans), one (1) Business Day prior to the date of such prepayment or (iiiii) in the case of Swingline Loans, on, the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 250,000 and in multiples of $1,000,000 100,000 in excess thereof, and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 250,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 50,000 and in multiples of $100,000 50,000 in excess thereof, ; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, ; and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto, the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a1) applied to the Class or Classes of Term Loans as the Borrower may specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, andany Replacement Term Loan Repayment Amount, subject to Section 2.14(g), any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount a premium equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may by giving written notice to the Administrative Agent rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to 10 a.m. (New York City time) (or, such later time as the Administrative Agent may approve in its sole discretion) on the date of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b) or Section 5.1(c), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, to and (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Tranche B-1 Term Loan Repayment Amounts, Tranche B-3 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 1 Effective Date, the Borrower (i) makes any prepayment of Initial Tranche B-1 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Tranche B-1 Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Tranche B-1 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Tranche B-1 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Tranche B-1 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) In the event that, on or prior to the six-month anniversary of the Amendment No. 4 Effective Date, the Borrower (i) makes any prepayment of Tranche B-3 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Tranche B-3 Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Tranche B-3 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Tranche B-3 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Tranche B-3 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders and (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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 case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 36 Effective Date, the Borrower (i) makes any prepayment of Initial Amendment No. 36 New Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Amendment No. 36 New Term Initial Term Loans or Loans, (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Amendment No. 36 New Term LoansLoans or (iii) requires a Lender to assign its Amendment No. 36 New Term Loans pursuant to Section 13.7(b) as a result of such Lender’s failure to consent to an amendment, the Borrower shall pay to the Administrative Agent, for the ratable account of each amendment and restatement or other modification of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% terms of the principal amount of the Initial Amendment No. 36 New Term Loans being prepaid in each case in connection with such a Repricing Transaction and (y) in the case primary purpose of clause (ii), an amount equal which is to 1.00% of decrease the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to Effective Yield on such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.Amendment No. 6

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 12:00 Noon 1:00 p.m. (New York City time) (i) in the case of LIBOR Loans, three (3) Business Days prior to, to the date of such prepayment and (ii) in the case of ABR Loans one (other than Swingline Loans), one 1) Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to shall promptly notify each of the Lenders or the Swingline Lender, as the case may be; thereof; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereofthereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding LIBOR Loans at such time, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding ABR Loans at such time; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount minimum borrowing amount for such LIBOR Loans, and Loans set forth above; (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Borrower shallwith the applicable provisions of, promptly after receipt of a written request by including any applicable Lender (which request shall breakage costs as set forth in, Section 2.11; and (d) in reasonable detail the basis event that all or any portion of the Initial Loans are assigned, prepaid or repaid or required to prepaid or repaid in any manner and for requesting such amount)any reason, pay to the Administrative Agent for the account of such Lender any amounts required whether pursuant to Section 2.11. Each 5.1, Section 5.2 (other than Section 5.2(b)), Section 13.7, a Dutch Auction, or following the acceleration of the Initial Loans or otherwise (including any completed or required prepayment or repayment as a result of (A) an acceleration of the Obligations in respect of an Event of Default, (B) foreclosure and sale of, or collection of, the Collateral as a result of an Event of Default, (C) sale of the Collateral in any Term insolvency proceeding, (D) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or liquidation or any other plan of compromise, restructure, or arrangement in any insolvency proceeding and (E) the termination of this Agreement for any reason), such assignment, prepayment or repayment shall include: (i) 100% of the principal amount of the Loans so prepaid or repaid, together with any accrued and unpaid interest thereof, plus (ii) (A) if such prepayment or repayment occurs following the date that is ninety (90) days following the Closing Date and prior to the date that is one (1) year following Closing Date, 5.00% of the principal amount of the Loans so assigned, prepaid or repaid, (B) if such prepayment or repayment occurs on or after the date that is one year following the Closing Date and prior to the date that is two years following the Closing Date, 3.00% of the principal amount of the Loans so assigned, prepaid or repaid, (C) if such prepayment or repayment occurs on or after the date that is two years following the Closing Date and prior to the date that is three years following the Closing Date, 2.00% of the principal amount of the Loans so assigned, prepaid or repaid or (D) if such prepayment or repayment occurs on or after the date that is three years following the Closing Date and prior to the date that is four years following the Closing Date, 1.00% of the principal amount of the Loans so assigned, prepaid or repaid (this clause (ii), the “Applicable Premium”). All such amounts shall be due and payable on the date the payment in respect of principal occurs (or is required to occur) and shall be liquidated damages and compensation for the costs of making funds available hereunder with respect to the Initial Loans. Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated prior to the fourth anniversary of the Closing Date as a result of an Event of Default, including because of the commencement of any insolvency proceeding or other proceeding pursuant to any applicable Debtor Relief Laws, sale, disposition, or encumbrance (including that by operation of law or otherwise), the Applicable Premium, determined as of the date of acceleration, will also be due and payable immediately upon acceleration as though said Obligations were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the Borrower agrees that it is reasonable under the circumstances. The Applicable Premium shall also be payable in the event the Obligations (and/or this Agreement or the promissory notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, (B) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between the Borrower and the Lenders giving specific consideration in this transaction for such agreement to pay the Applicable Premium, and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Premium as herein described is a material inducement to the Lenders making the Initial Loans on the Closing Date. The parties hereto agree that the Applicable Premium provided for under this Section 5.1 5.1(d) will not be deemed to constitute a penalty. The parties acknowledge that the Applicable Premium provided for under this Section 5.1(d) is believed to represent a genuine estimate of the losses that would be suffered by the Lenders as a result of the Borrower’s breach of its obligations under this Section 5.1(d). The Borrower waives, the fullest extent permitted by law, the benefit of any statute affecting its liability hereunder or the enforcement hereof. Nothing in this paragraph is intended to limit, restrict, or condition any of the Borrower’s obligations or any of the Agents’ or Lenders’ rights or remedies hereunder. Each such notice delivered under Section 5.1(a) shall specify the date and amount of such prepayment and the Type and Class of Loans to be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specifyprepaid. At the Borrower’s written election to the Administrative Agent 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 Loans of a Defaulting Lender. . Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to Section 5.1 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (b) In including the event thateffectiveness of other credit facilities or other transactions), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the six-month anniversary of the Closing Date, the Borrower (ispecified effective date) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which if such condition is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionnot satisfied.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms Administrative Agent not later than 11:00 a.m., Charlotte time, five (5) Business Days prior to each intended prepayment of LIBOR Loans and conditions: one (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or each intended prepayment of Base Rate Loans, provided that (iii) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (an integral multiple of $100,000 in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Revolving Loans and Swingline Loans (but not Term Loans) prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be subsection (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, andbe reborrowed, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to terms and conditions of this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderAgreement. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction made pursuant to subsection (a) above shall be applied to reduce the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the outstanding principal amount of the Initial Tranche A Term Loans being prepaid in connection and Tranche B Term Loans on a pro rata basis, with such Repricing Transaction and (y) in reduction to be applied to the case of clause (ii), an amount equal to 1.00% of the aggregate amount of remaining scheduled principal payments on the applicable Initial Tranche A Term Loans and the Tranche B Term Loans (as set forth in Sections 2.6(a) and 2.6(b)) on a pro rata basis (provided, however, that promptly upon notification thereof, one or more Tranche B Lenders may decline to accept any such prepayment to the extent there are sufficient amounts of Tranche A Term Loans outstanding immediately prior to be paid with such amendment declined prepayments, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loans and the Tranche B Term Loans held by Lenders accepting such prepayments (it being understood that the Tranche B Lenders will have no such right to decline prepayments if there are subject insufficient amounts of Tranche A Term Loans outstanding to an effective pricing reduction be repaid)). Each prepayment of the Loans made pursuant to such Repricing Transactionsubsection (a) above shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loanswithout premium or penalty, and Swingline Loans, as applicable, in each case, other than 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 LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon 1:00 p.m. (New York City time) (ix) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may berelevant Lenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR Term Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount multiple of $500,000 and in multiples an aggregate principal amount of at least $100,000 in excess thereof, 1,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount $5,000,000 for such LIBOR Loans, ; and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Borrower shall, promptly after receipt with the applicable provisions of a written request by any applicable Lender (which request Section 2.11. Each such notice shall set forth in reasonable detail specify the basis for requesting such amount), pay to the Administrative Agent for the account date and amount of such Lender any amounts required pursuant prepayment and the Class(es) and Type(s) of Loans to Section 2.11be 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 the 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, Amounts (if any) in such order as the Borrower may specify. At determine and may be applied to any Class of Term Loans as directed by the Borrower’s election in connection with any prepayment . For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.15.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment shall not proceeds be applied to any reduce the Repayment Amounts in direct order of maturity and/or a pro-rata basis among Term Loan or Revolving Credit Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of a Defaulting LenderSections 5.2(d) and 5.2(e). (b) In Notwithstanding anything to the event thatcontrary contained in this Agreement, on or at the time of the effectiveness of any Repricing Transaction that is consummated prior to the six-month first anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is agrees to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender with outstanding Initial Term Loans, a fee in an amount equal to 1.0% of the applicable Lenders, (x) in the case of a Repricing Transaction of the type described in clause (i), a prepayment premium of 1.00% a) of the definition thereof, the aggregate principal amount of the all Initial Term Loans being prepaid (or converted or exchanged) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (ii), an amount equal to 1.00% b) of the definition thereof, the aggregate principal amount of the applicable all Initial Term Loans outstanding immediately prior to on such amendment date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. For the avoidance of doubt, on and after the first anniversary of the Closing Date no fee shall be payable pursuant to this Section 5.1(b). (c) Notwithstanding anything in this Agreement to the contrary, so long as no Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Loans on the following basis: (i) The Borrower shall have the right to make a voluntary prepayment of Loans at a discount to par (such prepayment, the “Discounted Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment made in accordance with this Section 5.1(c); provided that the Borrower shall not initiate any action under this Section 5.1(c) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount. (ii) Subject to the proviso to subsection (i) above, the Borrower may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each Lender, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to the Lenders (the “Specified Discount Prepayment Response Date”). (iii) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (iv) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Loans pursuant to this paragraph (c) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (ii); provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (v) below (subject to subsection (x) below). (v) In connection with any Discounted Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Loan Prepayment, the payment of customary fees and expenses from the Borrower in connection therewith. (vi) If any Term Loan is prepaid in accordance with this subsection (c), the Borrower shall prepay such Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Auction Agent, for the account of the Discount Prepayment Accepting Lenders at the Administrative Agent’s Office in immediately available funds not later than 11:00 a.m., New York City time, on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the Loans on a pro rata basis across such installments. The Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Loans pursuant to this Section 5.1(c) shall be paid to the Discount Prepayment Accepting Lenders. The aggregate principal amount of Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Loan Prepayment. (vii) To the extent not expressly provided for herein, each Discounted Loan Prepayment shall be consummated pursuant to procedures consistent, with the provisions in this Section 5.1(c), established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (viii) Notwithstanding anything in this Agreement to the contrary, for purposes of this Section 5.1(c), each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day. (ix) Each of the Borrower and the Lenders acknowledges and agrees that the Auction Agent may perform any and all of its duties under this Section 5.1(c) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Loan Prepayment provided for in this Section 5.1(c) as well as activities of the Auction Agent. (x) The Borrower shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Loan Prepayment at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by the Borrower to make any prepayment to a Lender, as applicable, pursuant to this Section 5.1(c) shall not constitute a Default or Event of Default under this Agreement).

Voluntary Prepayments. (a) The At any time and from time to time, each Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms Administrative Agent not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to each intended prepayment of LIBOR Loans and conditions: one (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice Business Day prior to each intended prepayment of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), one Business Day prior to or provided that (iii) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof ($200,000 and $100,000, respectively, in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the 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 such Borrower to make such prepayment on the terms specified therein, provided that a notice of prepayment in full of the Revolving Loans delivered by any prepayment Borrower may state that such notice is conditioned upon the effectiveness of LIBOR 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) prepaid pursuant to this Section 5.1 on any day other than 2.7(a) may be reborrowed, subject to the last day terms and conditions of an Interest Period applicable thereto, this Agreement. In 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 event the Administrative Agent for receives a notice of prepayment under this Section, the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied Administrative Agent will give prompt notice thereof to the Class or Classes of Term Loans as Lenders; provided that if such notice has also been furnished to the Borrower may specify and (b) applied Lenders, the Administrative Agent shall have no obligation 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 notify the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection Lenders 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 Lenderrespect thereto. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Tranche B Term Loans or Incremental Term Loans (iiif any) effects any amendment of this Agreement resulting in a Repricing Transaction made pursuant to Section 2.7(a) shall be applied to reduce the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the outstanding principal amount of the Initial Tranche B Term Loans being prepaid in connection and the Incremental Term Loans (if any) on a pro rata basis, with such Repricing Transaction reduction to be applied in direct order of maturity to the principal payments scheduled to come due within the next twelve months and (y) in thereafter to the case of clause (ii), an amount equal to 1.00% remaining scheduled principal payments on a pro rata basis. Each prepayment of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction made pursuant to such Repricing TransactionSection 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on time, subject to 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 (1) the Borrower’s intent to make such prepayment, (2) the amount of such prepayment prepayment, (3) the Type and Class of Loans to be prepaid and (4) in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, 1:00 p.m. three (3) Business Days prior to, before the date of such prepayment and (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, 1:00 p.m. on the date of such prepayment prepayment, and in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders or of the Swingline Lender, as the case may be; applicable Class; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; but no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount $1,000,000 for such LIBOR Loans, and ; (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Borrower shall, promptly after receipt with the applicable provisions 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 ; and (d) notwithstanding the foregoing, no prepayment (whether voluntary or otherwise) of Roll-Up Loans may be made until all New Money Loans and all other Obligations in respect thereof have been paid in full in cash and all Commitments have been terminated and no prepayment (whether voluntary or otherwise) of any Term Incremental Roll-Up Loans pursuant may be made until all New Money Roll-Up Loans have been paid in full in cash. With respect to this Section 5.1 shall be (a) applied to the Class or Classes each prepayment of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to elected under this Section 5.1, the Borrower may designate (i) the Types and Class of Loans that are to be prepaid and the specific Borrowing(s) being repaid and (ii) the Loans to be prepaid; but (A) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans of the same Class and (B) notwithstanding the provisions of the preceding clause (A), no prepayment of Loans shall not be applied to the Loans of any Term Loan or Revolving Credit Loan Defaulting Lender unless otherwise agreed in writing by the Borrower. In the absence of a Defaulting Lender. (b) In designation by the event thatBorrower under Section 5.2(b), on or prior the Agent shall, subject to the six-month anniversary of the Closing Dateabove, the Borrower (i) makes any prepayment of Initial Term Loans make such designation in connection its reasonable discretion with any Repricing Transaction the primary purpose of which is a view, but no obligation, to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionminimize breakage costs owing under Section 2.11.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, may at any time and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time (i) on the following terms and conditions: (1) the Borrower shall give prior written notice to the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (ix) in the case of LIBOR any prepayment of EurodollarTerm Benchmark Loans, three (3) U.S. Government Securities Business Days prior toto the applicable prepayment date, and (iiy) in the case of ABR 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 (other than Swingline Loans)and subject to any amounts payable pursuant to Section 2.3(g) and, one Business Day prior to or (ii) in the case of Swingline Loans, on, EurodollarTerm Benchmark Loans prepaid prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each last day of the Lenders or the Swingline Lenderrelevant Interest Period, as the case may be; reimbursement of redeployment costs (2other than loss of profits) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 accordance with Section 2.10 and in multiples of $1,000,000 in excess thereof, (ii) on at least three (3) days’ prior written notice to Administrative Agent, permanently reduce in part (but not terminate except in accordance with the provisions below of this clause (a)) the Revolving Loan Commitment; provided, however, that (A) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans such prepayments or reductions shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of the Advances and Revolving Loan Commitments (or such lesser amount outstanding) and (B) any prepayment such prepayments or reductions shall be in a minimum amount of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day $500,000 and integral multiples of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth $100,000 in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account excess of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) amount in the case of clause the Term Loans (ior such lesser amount outstanding). In addition, a prepayment premium of 1.00% the Borrower may at any time from time to time on at least three (3) days’ prior written notice to Administrative Agent, terminate the Revolving Loan Commitment in whole or in part; provided that upon such termination, the portion of the principal amount of the Initial Revolving Loan then outstanding in excess of the Revolving Loan Commitments (after giving effect to the Revolving Commitments so terminated) shall be immediately due and payable in full. Any such voluntary (or, per the immediately preceding sentence, required) prepayment of the Advances and/or the Term Loans being and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of the fees required by Sections 2.3(g) and 2.6(b), if any, on the Advances and/or the Term Loans prepaid, plus the payment of any LIBOR funding breakage costs in accordance with Section 2.102.11. Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, any voluntary prepayment or commitment reduction may be made contingent upon, or subject to, the occurrence of a refinancing of all or any part of the Obligations or commitments or other event or transaction. Upon any such reduction or termination of the Revolving Loan Commitment, ▇▇▇▇▇▇▇▇’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 the Borrower shall be applied to the 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 connection with direct order of maturity. All reductions of the Revolving Loan Commitment shall be shared by the Revolving Lenders based on their Pro Rata Shares of the Revolving Loan Commitment. Except as otherwise designated by the Borrower, any prepayment of a Loan under this Section 2.3(a) shall be applied first to the portion of such Repricing Transaction Loan comprised of Alternate Base Rate Loans and (y) then to the portion of such Loan comprised of EurodollarTerm Benchmark Loans, in the case direct order of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing TransactionInterest Period maturities.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to time on the following terms Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and conditions: one (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or each intended prepayment of Base Rate Loans, provided that (iii) each partial prepayment shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($250,000 and $100,000, respectively, in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, 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. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be subsection (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, andbe reborrowed, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to terms and conditions of this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderAgreement. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing DateLoans made pursuant to subsection (a) above shall be applied ratably among the Lenders holding the Loans being prepaid, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is proportion to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionheld by each.

Voluntary Prepayments. (a) The From time to time on any Business Day, the Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penaltymay make a voluntary prepayment, in whole or in part from time to time on part, of the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the outstanding principal amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) any (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Swing Line Loans and Additional Loans); provided, one Business Day prior to or however, that (iiA) in any such prepayment of the case of Swingline Term A Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders Term B Loans or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Term C Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class Term A Loans, Term B Loans or Classes of Term C Loans as the Borrower may specify shall direct (or, in the absence of any such direction, pro rata among Term A Loans, Term B Loans and (b) Term C Loans)(with the amounts so allocated to the Term A Loans, the Term B Loans or the Term C Loans being applied to reduce Initial the remaining amortization payments for the Term Loan Repayment AmountsA Loans, any New the Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended B Loans and the Term Loan Repayment AmountsC Loans, as the case may be, in each case, in such order amounts 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.determine), (bB) In the event that, on or all such voluntary prepayments shall require at least one but no more than five Business Days' prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay notice to the Administrative Agent, for the ratable account of each of the applicable Lendersand (C) all such voluntary partial prepayments shall be, (x) in the case of clause (i)LIBO Rate Loans, a prepayment premium of 1.00% of the principal in an aggregate minimum amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction $1,000,000 and (y) an integral multiple of $250,000 and, in the case of clause Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $250,000, (ii) Swing Line Loans; provided, however, that (A) all such voluntary prepayments shall require prior telephonic notice to the Administrative Agent (which shall promptly notify the Swing Line Lender) on or before 2:00 p.m., New York City time, on the day of such prepayment (such notice to be confirmed in writing by the Borrower within 24 hours thereafter), and (B) all such voluntary partial prepayments shall be in an amount equal to 1.00% of the aggregate minimum amount of $250,000 and an integral multiple of $100,000, and (iii) Additional Loans as agreed by the applicable Initial Term Borrower and the Lenders making such Additional Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionin accordance with Section 2.8.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans or SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than 12:00 Noon (New York City time) (i) 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 and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans or SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans or SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans or SOFR Loans, as applicable, made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans or SOFR Loans, as applicable, and (3) in the case of any prepayment of 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, the Borrower Borrowers 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower Borrowers may specify and (b) applied to reduce Initial Tranche B-2 Term Loan Repayment Amounts, Amendment No. 6 Term Loan Repayment Amounts, Tranche B-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 6 Effective Date, the Borrower Borrowers (i) makes make any prepayment of Initial Amendment No. 6 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial such Term Loans, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Amendment No. 6 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Amendment No. 6 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, ,a Prepayment Notice specifying the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice Prepayment Notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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 Initial any Term A 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. 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than 12:00 Noon (New York City time) (i) in the case of LIBOR 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 and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, SOFR Loans and (3) in the case of any prepayment of LIBOR SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower Borrowers 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower Borrowers may specify and (b) applied to reduce Initial Tranche B-2 Term Loan Repayment Amounts, Tranche B-5 Term Loan Repayment Amounts, Tranche B-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 8 Effective Date, the Borrower Borrowers (i) makes make any prepayment of Initial Tranche B-5 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial such Term Loans, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Tranche B-5 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Tranche B-5 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Subject to the terms and conditions set forth in this Section 5.01 and Section 4.03 and 4.04, the Borrowers shall have the right to prepay Loans, including the Term Loans, in whole or in part, from time to time subject to payment of the Prepayment Premium. The Borrowers shall have the right to repay the Revolving Credit Loans, and Swingline Loansin whole or in part, as applicable, in each case, other than as set forth in Section 5.1(b)from time to time, without premium or penalty. Notwithstanding anything to the contrary herein, in whole or in part from time to time on during the following terms occurrence and conditions:continuance of a Waterfall Trigger Event, the Borrowers shall not make any voluntary prepayment of Term Loans without the consent of the Revolving Agent. (1b) the When making a voluntary partial prepayment, Administrative Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of (i) its intent to make such prepayment, (ii) the amount of such prepayment and (iii) in the case of LIBOR Term SOFR Loans) , the specific Borrowing(s) pursuant to which such prepayment will be made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (iA) in the case of LIBOR Term SOFR Loans, 1:00 p.m. (New York time) three (3) Business Days prior to, and (iiB) in the case of ABR Loans Loans, 1:00 p.m. (other than Swingline Loans), New York time) one (1) Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment, and such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lenderrelevant Lenders, as the case may be; . (2c) each Each voluntary partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount multiple of $500,000 and in multiples aggregate principal amount of at least $100,000 in excess thereof100,000; provided, provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to outstanding under a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans made pursuant to outstanding under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and $500,000. (3d) in the case of any With respect to each prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto5.01, the Borrower shall, promptly after receipt Borrowers may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In the absence of a written request designation by any applicable Lender (which request shall set forth the Borrowers as described in reasonable detail the basis for requesting such amount)preceding sentence, pay to the Administrative Agent for shall, subject to the account of above, make such Lender any amounts required pursuant designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. Each such prepayment shall be accompanied by all accrued interest on the Loans so prepaid, through the date of such prepayment. (e) Each prepayment in respect of any Term Loans pursuant to this Section 5.1 5.01 shall be (a) applied ratably to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including its Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than without premium or penalty (except as set forth in clause (b) of this Section 5.1(b5.1), 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 LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR LoansLoans denominated in Dollars, three Business Days prior to, (ii) in the case of Loans denominated in an Alternative Currency, four Business Days prior to, (iii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iiiv) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans denominated in Dollars shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof10,000,000, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and 1,000,000, (iii) any Loans denominated in multiples Euro shall be in a minimum amount of $100,000 €10,000,000, (iv) any Loans denominated in excess thereof, Sterling shall be in a minimum amount of £5,000,000 and (iiiv) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof500,000, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Loans and (3c) in the case of any prepayment of 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, thereto shall be subject to compliance by the Borrower shall, promptly after receipt with the applicable provisions 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 prepayment in respect of any 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 Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, Amounts thereunder in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.15.1(a), such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In . Notwithstanding the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lendersforegoing, (x) in the case 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 clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being such conversion have been prepaid in connection with such Repricing Transaction or repaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Borrower may not prepay any Extended Term Loans outstanding immediately prior to which were converted from an Existing Class unless either such amendment that are subject to an effective pricing reduction pursuant to prepayment is accompanied by a pro rata prepayment of such Repricing Transaction.Existing Class or such Existing Class has been repaid in full:

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loanswithout premium or penalty, and Swingline Loans, as applicable, in each case, other than except 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 in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon 1:00 p.m. (New York City time) (ix) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may berelevant Lenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR Term Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount multiple of $500,000 and in multiples an aggregate principal amount of at least $100,000 in excess thereof, 1,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount $5,000,000 for such LIBOR Loans, ; and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 4.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Borrower shall, promptly after receipt with the applicable provisions of a written request by any applicable Lender (which request Section 2.11. Each such notice shall set forth in reasonable detail specify the basis for requesting such amount), pay to the Administrative Agent for the account date and amount of such Lender any amounts required pursuant prepayment and the Class(es) and Type(s) of Loans to Section 2.11be prepaid. Each prepayment in respect of any Term Class of Loans pursuant to this Section 5.1 4.1 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 the 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, Amounts in such order as the Borrower may specify. At determine and may be applied to any Class of Loans as directed by the Borrower’s election in connection with any prepayment . For the avoidance of doubt, the Borrower may (i) prepay Loans of an Existing Term Loan Class pursuant to this Section 5.14.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Exist- ing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 4.1 without any requirement to prepay Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Loans, the Borrower shall be deemed to have elected that such prepayment shall not proceeds be applied to any Term reduce the Repayment Amounts in direct order of maturity and/or a pro-rata basis among Loan or Revolving Credit Loan Classes. All prepayments under this Section 4.1 shall also be subject to the provisions of a Defaulting LenderSections 4.2(c) and 4.2(d). (b) In Notwithstanding anything to the event thatcontrary contained in this Agreement, on or at the time of the effectiveness of any Repricing Transaction that is consummated prior to the six-month first anniversary of the Closing Funding Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is agrees to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender with outstanding Initial Term Loans, a fee in an amount equal to 1.0% of the applicable Lenders, (x) in the case of a Repricing Transaction of the type described in clause (i), a prepayment premium of 1.00% a) of the definition thereof, the aggregate principal amount of the all Initial Term Loans being prepaid (or converted or exchanged) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (ii), an amount equal to 1.00% b) of the definition thereof, the aggregate principal amount of the applicable all Initial Term Loans outstanding immediately prior to on such amendment date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. For the avoidance of doubt, on and after the first anniversary of the Funding Date no fee shall be payable pursuant to this Section 4.1(b). (c) Notwithstanding anything in this Agreement to the contrary, so long as no Default has occurred and is continuing, the Borrower may prepay the outstanding Loans on the following basis: (i) The Borrower shall have the right to make a voluntary prepayment of Loans at a discount to par (such prepayment, the “Discounted Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment made in accordance with this Section 4.1(c); provided that the Borrower shall not initiate any action under this Section 4.1(c) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount. (ii) Subject to the proviso to subSection (i) above, the Borrower may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each Lender, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be substantially in the form of Exhibit L (the “Notice of Prepayment”) given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Term SOFR Loans, three (3) Business Days prior to, or (ii) in the case of ABR Loans (other than Swingline Loans), one (1) Business Day prior to or (ii) in the case of Swingline Loans, onto, the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline LenderLenders, as the case may be; and (2b) each partial prepayment of (i) any Borrowing of LIBOR Term SOFR Loans shall be in a minimum amount of $5,000,000 250,000 and in multiples of $1,000,000 50,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 250,000 and in multiples of $100,000 50,000 in excess thereof, ; provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term SOFR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a1) applied to the Class or Classes of Term Loans as the Borrower may specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initial the scheduled amortization payments of the applicable Class of Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment AmountsLoans, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specifyspecify in the Notice of Prepayment. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans in the Notice of Prepayment, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior [Reserved]. (c) Notwithstanding anything to the six-month anniversary of the Closing Datecontrary contained in this Agreement, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay may by giving written notice to the Administrative AgentAgent rescind, or extend the date for the ratable account prepayment specified in, any Notice of each of the applicable Lenders, (xPrepayment under Section 5.1(a) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to 12:00 Noon (or such amendment that are subject later time as the Administrative Agent may approve in its reasonable discretion (such approval not to an effective pricing reduction pursuant to be unreasonably withheld, delayed, denied or conditioned)) on the date of such Repricing Transactionprepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, to and (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the 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 Swingline Lenderdate specified in such notice, as may be revoked by the case may beBorrower; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 1,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, ; provided that no partial voluntary prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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, Amounts and any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Incremental Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month monthone-year anniversary of the Closing ClosingAllocation Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00to 1. 00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time 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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no not later than 12:00 Noon (New York City 11:00 a.m., Charlotte time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case to each intended prepayment of ABR LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), one Business Day prior to or provided that (iii) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $2,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($500,000 and $100,000, respectively, in the case of Swingline Loans), on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Base Rate Loans shall be in a minimum an aggregate principal amount of not less than $5,000,000 and in multiples 1,000,000 or, if greater, an integral multiple of $1,000,000 100,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$2,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 on any day other than 2.7(a) may be reborrowed, subject to the last day terms and conditions of an Interest Period applicable thereto, this Agreement. In 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 event the Administrative Agent for receives a notice of prepayment under this Section, the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied Administrative Agent will give prompt notice thereof to the Class or Classes of Term Loans as Lenders; provided that if such notice has also been furnished to the Borrower may specify and (b) applied Lenders, the Administrative Agent shall have no obligation 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 notify the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection Lenders 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 Lenderrespect thereto. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing DateLoans made pursuant to Section 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is proportion to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount held by each provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any voluntary prepayment of the Initial Term Loans being prepaid in connection with shall, if the Administrative Agent so directs at the time of making such Repricing Transaction and (y) in voluntary prepayment, be applied to the case Loans of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term other Lenders as if such Defaulting Lender had no Loans outstanding immediately prior to and the outstanding Loans of such amendment that are subject to an effective pricing reduction pursuant to such Repricing TransactionDefaulting Lender were zero.

Voluntary Prepayments. (a) The Borrower At any time and from time to time, the Borrowers shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time 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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no not later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans11:00 a.m., three Business Days prior to, (ii) in the case to each intended prepayment of ABR LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), one Business Day prior to or ; provided that (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2i) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum an aggregate principal amount of not less than $5,000,000 and in multiples or, if greater, an integral multiple of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount and each partial prepayment of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Base Rate Loans shall be in a minimum an aggregate principal amount of not less than $500,000 and in multiples 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereofthereof ($100,000 and $100,000, provided that respectively, in the case of Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) unless made together with all amounts required under Section 3.5 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid (and, in the case of any prepayment LIBOR Loans, the Interest Period of LIBOR the Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrowers to make such prepayment, jointly and severally, on the terms specified therein. Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 on any day other than 2.7(a) may be reborrowed, subject to the last day terms and conditions of an Interest Period applicable thereto, this Agreement. In 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 event the Administrative Agent for receives a notice of prepayment under this Section, the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied Administrative Agent will give prompt notice thereof to the Class or Classes of Term Loans as Lenders; provided that if such notice has also been furnished to the Borrower may specify and (b) applied Lenders, the Administrative Agent shall have no obligation 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 notify the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection Lenders 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 Lenderrespect thereto. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing DateLoans made pursuant to Section 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is proportion to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount held by each; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any voluntary prepayment of the Initial Term Loans being prepaid in connection with shall, if the Administrative Agent so directs at the time of making such Repricing Transaction and (y) in voluntary prepayment, be applied to the case Loans of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term other Lenders as if such Defaulting Lender had no Loans outstanding immediately prior to and the outstanding Loans of such amendment that are subject to an effective pricing reduction pursuant to such Repricing TransactionDefaulting Lender were zero.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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 pro rata to the Lenders within each Class) and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may specify. At specify (and pro rata to the Borrower’s election in connection Lenders within each Class); provided that Extended Term Loans may be prepaid on a pro rata basis (but not a greater than pro rata basis) with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any the Existing Term Loan or Revolving Credit Loan of a Defaulting LenderClass from which they were converted. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment or refinancing of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or Loans, (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term LoansLoans or (iii) a Lender must assign its loans under the Term Loan Facility as a result of its failure to consent to an amendment, amendment and restatement or other modification (other than any such amendment, amendment and restatement or other modification in connection with any transaction that would, if consummated, constitute a Change of Control, Transformative Acquisition or Transformative Disposition), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and Transaction, (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing TransactionTransaction and (z) in the case of clause (iii), an amount equal to 1.00% of the principal amount of the Initial Term Loans being assigned.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or such other form of notice as may be agreed by the Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, to such prepayment or (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beprepayment; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 2,500,000 and in multiples of $1,000,000 500,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and ; (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (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 2.112.11 and (4) any such prepayment shall be subject to the payment of the Prepayment Premium if then applicable. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month second anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% the product of the applicable Prepayment Premium and the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce any Initial Term Loan Repayment Amounts, any anyTerm A Loan Repayment Amounts, New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In Except with respect to Permitted Term Loan A Refinancing Indebtedness, in the event that, on or prior to May 20, 2018 (if such date is not a Business Day, such date shall be the six-month anniversary of the Closing Dateimmediately succeeding Business Day), the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Term SOFR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or to, and (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Term SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, ; provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term SOFR Loans, and (3) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, 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. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (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 LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Parent Borrower, on behalf of the Borrowers, no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline LoansLoans and Protective Advances), one Business Day prior to or (iiiii) in the case of Swingline LoansLoans and Protective Advances, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 10,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline LoansLoans and Protective Advances) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 1,000,000 in excess thereof, thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Loans and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Parent Borrower shall, promptly after receipt with the applicable provisions 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice substantially in the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) such (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline ABR Loans, on, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iiiii) Swingline any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, ; and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto, the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a1) applied to the Class or Classes of Term Loans as the Borrower may specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, andany Replacement Term Loan Repayment Amount, subject to Section 2.14(g), any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, after July 2, 2018 and on or prior to the six-month anniversary of the Closing DateJuly 2, 2019, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may by giving written notice to the Administrative Agent rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to the time of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: 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 of its intent given to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no Agent not later than 12:00 Noon noon (New York City Charlotte, North Carolina time) three (i3) in the case of LIBOR Loans, three Business Days prior to, (ii) in to each intended prepayment of LIBOR Loans and on the case same Business Day of ABR each intended prepayment of Base Rate Loans (other than including Swingline Loans), one Business Day prior to or provided that (iii) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof for LIBOR Loans and $500,000 in excess thereof for Base Rate Loans ($1,000,000 and $500,000, respectively, in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (3iii) 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 shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Revolving Loans and Swingline Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall 2.7(a) may 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, andreborrowed, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment terms and conditions of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing TransactionAgreement.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than 12:00 Noon (New York City time) (i) in the case of LIBOR SOFR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, SOFR Loans and (3) in the case of any prepayment of LIBOR SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower Borrowers 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower Borrowers may specify and (b) applied to reduce Initial Tranche B-2 Term Loan Repayment Amounts, Tranche B-5 Term Loan Repayment Amounts, Tranche B-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 8 Effective Date, the Borrower Borrowers (i) makes make any prepayment of Initial Tranche B-5 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial such Term Loans, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Tranche B-5 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Tranche B-5 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1a) the Borrower Representative shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Representative no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Term SOFR Rate Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2b) each partial prepayment of (i) any Borrowing of LIBOR Term SOFR Rate Loans shall be in a minimum amount of $5,000,000 1,000,000 and in multiples of $1,000,000 500,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 500,000 and in multiples of $100,000 in excess thereof, thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Term SOFR Rate Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Rate Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Term SOFR Rate Loans and (3c) in the case of any prepayment of LIBOR Term SOFR Rate Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as At the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the BorrowerRepresentative’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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penaltypenalty (subject to Section 4.01(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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR a Term SOFR Loans, 11:00 a.m. (Central time) three Business Days prior to, or (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, 11:00 a.m. (Central time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR Term Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples multiple of $100,000 and in excess thereof, and (iii) Swingline Loans shall be in a minimum an aggregate principal amount of at least $500,000 and in multiples of $100,000 in excess thereof1,000,000, provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Term SOFR Loans and (3c) in the case of any prepayment of LIBOR Term SOFR Loans pursuant to this Section 5.1 4.01 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Borrower shall, promptly after receipt with the applicable provisions 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 4.01 shall be (a) applied to the Class or Classes of Term Loans in such manner as the Borrower may specify determine and (b) applied to reduce Initial Term Loan Repayment Amounts, and/or 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. 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 Lenderdetermine. (b) In Notwithstanding the foregoing, in the event that, from or in anticipation of the receipt of proceeds of any Indebtedness, all or any portion of the Term Loans are (i) repaid, prepaid, refinanced or replaced or (ii) repriced or effectively refinanced through any waiver, consent or amendment (in each case, in connection with any waiver, consent or amendment to the Term Loans directed at, or the result of which would be, the lowering of the effective interest cost or the weighted average yield of the Term Loans or the incurrence of any debt financing having an effective interest cost or weighted average yield that is less than the effective interest cost or weighted average yield of the Term Loans (or portion thereof) so repaid, prepaid, refinanced, replaced or repriced (a “Repricing Transaction”)) occurring on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans repayment, prepayment, refinancing, replacement or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00repricing will be made at 101.0% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. If all or any portion of the Initial Term Loans being prepaid held by any Lender is repaid, prepaid, refinanced or replaced pursuant to Section 4.10, a “yank-a-bank” or similar provision in the Credit Documents as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (ii) above (or otherwise in connection with such a Repricing Transaction and (y) in the case of clause (iiTransaction), an amount equal to 1.00such repayment, prepayment, refinancing or replacement will be made at 101.0% of the aggregate principal amount so repaid, prepaid, refinanced is replaced or repriced. Notwithstanding the foregoing, the provisions of this clause (b) shall not apply to any repayment, prepayment, refinancing or replacement of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionwhich occurs in connection with a Change of Control transaction or any Transformative Event.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b) or Section 5.1(c), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans or SOFR Loans, as applicable) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior toto and, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or and (iiiii) in the case of Swingline SOFR Loans, on, three U.S. Government Securities Business Days prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans or SOFR Loans, as applicable, shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans or SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans or SOFR Loans, as applicable, made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans or SOFR Loans, as applicable, and (3) in the case of any prepayment of 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, 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. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Tranche B-1 Term Loan Repayment Amounts, Tranche B-3 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 1 Effective Date, the Borrower (i) makes any prepayment of Initial Tranche B-1 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Tranche B-1 Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Tranche B-1 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Tranche B-1 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Tranche B-1 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) In the event that, on or prior to the six-month anniversary of the Amendment No. 4 Effective Date, the Borrower (i) makes any prepayment of Tranche B-3 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Tranche B-3 Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Tranche B-3 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Tranche B-3 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Tranche B-3 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (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 (1) the Borrower’s intent to make such prepayment, (2) the amount of such prepayment and prepayment, (3) the Type of Loans to be prepaid (or whether Swingline Loans are to be paid), (4) in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which madebeing prepaid and (5) in the case of Swingline Loans, the Swingline Lender(s) and particular Swingline Loan(s) being prepaid, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, 1:00 p.m. three Business Days prior tobefore the date of such prepayment, (ii) in the case of ABR Loans Loans, 1:00 p.m. on the date of such prepayment, and (other than Swingline Loans), one Business Day prior to or (iiiii) in the case of Swingline Loans, on, 3:00 p.m. on the date of such prepayment prepayment, and in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders (in the case of Loans) or the applicable Swingline LenderLender(s), as the case may be; ; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; but no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount $1,000,000 for such LIBOR Loans, and ; and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable theretothereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. With respect to each prepayment of Loans elected under this Section, the Borrower shallmay designate (i) the Types of Loans that are to be prepaid and the specific Borrowing(s) being repaid and (ii) the Loans to be prepaid; but (A) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans and (B) notwithstanding the provisions of the preceding clause (A), promptly after receipt no prepayment of Loans shall be applied to the Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower. In the absence of a written request designation by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amountBorrower under Section 5.2(d), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any 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, andshall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.11. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than 12:00 Noon (New York City time) (i) in the case of LIBOR SOFR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, SOFR Loans and (3) in the case of any prepayment of LIBOR SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower Borrowers 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower Borrowers may specify and (b) applied to reduce Initial Tranche B-6 Term Loan Repayment Amounts, Tranche B-7 Term Loan Repayment Amounts, Tranche B-8 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 10 Effective Date, the Borrower Borrowers (i) makes make any prepayment of Initial Tranche B-6 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial such Term Loans, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Tranche B-6 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Tranche B-6 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) In the event that, on or prior to the six-month anniversary of the Amendment No. 11 Effective Date, the Borrowers (i) make any prepayment of Tranche B-7 Term Loans in connection with any Repricing Transaction with respect to Tranche B-7 Term Loans the primary purpose of which is to decrease the Effective Yield on such Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Tranche B-7 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Tranche B-7 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (d) In the event that, on or prior to the six-month anniversary of the Amendment No. 12 Effective Date, the Borrowers (i) make any prepayment of Tranche B-8 Term Loans in connection with any Repricing Transaction with respect to Tranche B-8 Term Loans the sole purpose of which is to decrease the Effective Yield on such Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the sole purpose of which is to decrease the Effective Yield on such Term Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Tranche B-8 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Tranche B-8 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b)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 in such other form as may be reasonably acceptable to the Revolver Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Term SOFR Loans, three two (2) 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, ABR Loans one Business Day prior to 1:00 p.m. (New York City time) on the date of such prepayment and shall promptly be transmitted by the Revolver Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Term SOFR Loans shall be in a minimum amount of $5,000,000 1,000,000 and in multiples of $1,000,000 100,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, ; provided that no partial prepayment of LIBOR Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term SOFR Loans, and (3) in the case of any prepayment of LIBOR SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable theretoPayment Date, 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 Revolver Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. 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 and to the Lender or Lenders as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may bespecify, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied including to any Term Loan or Existing Revolving Credit Loan Classes of a Defaulting Lender. (b) In the event that, on or Revolving Credit Loans prior to the six-month anniversary any application to other Classes of the Closing DateRevolving Credit Loans, the Borrower (i) makes and to any prepayment of Initial Incremental Term Loans in connection with prior to any Repricing Transaction the primary purpose of which is application to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Revolving Credit Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionvice versa.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b) or Section 5.1(c), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (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 of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR ABR Loans, three one Business Days Day prior to, to and (ii) in the case of ABR Loans (other than Swingline SOFR Loans), one three U.S. Government Securities Business Day Days prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, SOFR Loans and (3) in the case of any prepayment of LIBOR SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Tranche B-4-5 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) [Reserved.] (c) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 79 Effective Date, the Borrower (i) makes any prepayment of Initial Tranche B-4-5 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Tranche B-4-5 Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Tranche B-4-5 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Tranche B-4-5 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Tranche B-4-5 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than 12:00 Noon (New York City time) (i) in the case of LIBOR SOFR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iiiii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, SOFR Loans and (3) in the case of any prepayment of LIBOR SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower Borrowers 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower Borrowers may specify and (b) applied to reduce Initial Tranche B-2 Term Loan Repayment Amounts, Tranche B-5-6 Term Loan Repayment Amounts, Tranche B-4 Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Amendment No. 810 Effective Date, the Borrower Borrowers (i) makes make any prepayment of Initial Tranche B-5-6 Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial such Term Loans, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Tranche B-5-6 Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Tranche B-5-6 Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower Borrowers 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 prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrowers may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower Borrowers may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, Delayed Draw Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower Borrowers may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1i) the Borrower shall give the Administrative Agent prior to 11:00 a.m. (New York time) at the Administrative Agent’s its Notice Office at least five Business Days' prior written notice (and on the date of such prepayment in the case of Swingline Loans) of its intent to make such prepaymentprepay the Loans, whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice the Agent shall promptly transmit to each of the Banks; (ii) each prepayment shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in an aggregate principal amount of at least $2 million and, if greater, in integral multiples of $500,000, in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR all Loans (other than Swingline Loans), one Business Day prior to or (ii) and $100,000, in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided PROVIDED that no partial prepayment of LIBOR Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and Amount; (3iii) in the case no prepayments of any prepayment of LIBOR Eurodollar Loans made pursuant to this Section 5.1 4.01 may be made on any a day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender ; (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 iv) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; (v) each prepayment of Loans pursuant to this Section 5.1 4.01 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, then remaining Scheduled Repayments in each case, in such inverse order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendermaturity. (b) In the event thatof certain refusals by a Bank to consent to certain proposed changes, on waivers, discharges or prior terminations with respect to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting which have been approved by the Required Banks as provided in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term LoansSection 13.12(b), the Borrower shall pay have the right, upon five Business Days' prior written notice to the Administrative Agent, for Agent at its Notice Office (which notice the ratable account of Agent shall promptly transmit to each of the applicable LendersBanks) to repay all Loans, together with accrued and unpaid interest, Fees and all other amounts owing to such Bank (xor owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Bank with a Revolving Loan Commitment pursuant to this clause (ib) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(a) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (yB) in the case of the repayment of Loans of any Bank the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionb) shall have been obtained.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, or (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, onto, the date of such prepayment and notice thereof shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the sixtwelve-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, as applicablewithout, in each case, other than 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 LIBOR Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 12:00 Noon 1:00 p.m. (New York City time) (ix) in on the case date of LIBOR Loans, three Business Days prior to, such prepayment (ii) in the case of ABR Loans (other than Loans, including Swingline Loans), one ) or (y) three Business Day Days prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by (in the case of Eurodollar Loans), and, in each case, the Administrative Agent to shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be; , (2) each partial prepayment of (i) any Borrowing of LIBOR Term Loans or Revolving Credit Loans shall be in a minimum multiple of $500,000 and in an aggregate principal amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of at least $1,000,000 and in multiples each partial prepayment of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples multiple of $100,000 and in excess thereof, an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, Eurodollar Loans and (3) in the case of any prepayment of LIBOR Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, thereto shall be subject to compliance by the Borrower shall, promptly after receipt with the applicable provisions of a written request by any applicable Lender (which request Section 2.11. Each such notice shall set forth in reasonable detail specify the basis for requesting such amount), pay to the Administrative Agent for the account date and amount of such Lender any amounts required pursuant prepayment and the Class(es) and Type(s) of Loans to Section 2.11be 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 the 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, Amounts in such order as the Borrower may specifydetermine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the Repayment Amounts in direct order of maturity and on a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In Notwithstanding anything to the event thatcontrary contained in this Agreement, on or at the time of the effectiveness of any Repricing Transaction (including any Incurrence of Incremental Term Loans pursuant to the proviso of Section 2.14(b) in respect of Initial Term Loans) that is consummated prior to the six-month anniversary of the Closing DateDate (the “Prepayment Premium Period”), the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is agrees to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender with outstanding Initial Term Loans, a fee in an amount equal to 1.0% of the applicable Lenders, (x) in the case of a Repricing Transaction of the type described in clause (i), a prepayment premium of 1.00% a) of the definition thereof, the aggregate principal amount of the all Initial Term Loans being prepaid (or converted or exchanged) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (ii), an amount equal to 1.00% b) of the definition thereof, the aggregate principal amount of the applicable all Initial Term Loans outstanding immediately prior to on such amendment date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. For the avoidance of doubt, on and after the date that is six months following the Closing Date, no fee shall be payable pursuant to this Section 5.1(b).

Voluntary Prepayments. (a) The At any time and from time to time, the Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time part, without premium or penalty (except as provided in clause (C) below), (i) pursuant to time on the following terms Sweep Program, if such program is in effect, with respect to Swingline Loans, or (ii) otherwise upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and conditions: one (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice Business Day prior to each intended prepayment of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Base Rate Loans (other than LIBOR Market Index Loans and Swingline Loans, which may be prepaid on a same-day basis), one Business Day prior to or provided that (iiA) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof ($500,000 and $100,000, respectively, in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), (iiB) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans$1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (3C) 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 shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of any 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 of LIBOR on the terms specified therein. Loans prepaid pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, 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. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be subsection (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, andbe reborrowed, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to terms and conditions of this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderAgreement. (b) In the event that, on or prior to the six-month anniversary Each prepayment of the Closing DateLoans made pursuant to subsection (a) above shall be applied ratably among the Lenders holding the Loans being prepaid, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is proportion to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transactionheld by each.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, Loans and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, to and (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, on the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, 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 (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereofthereof (or an amount that represents the entire remaining amount of such Borrowing or as otherwise reasonably agreed by the Administrative Agent), provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR LoansLoans , and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may 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. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Loansthe Loans in whole or in part, including Term Loansat any time and from time to time, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as without premium or penalty (except to the extent set forth in Section 5.1(b3.04(c), 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 of its intent to make such prepayment, the amount of each such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and 5,000,000, or if greater, in integral multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) and shall be in a minimum amount applied pro rata among Loans of $1,000,000 the same Type and in multiples of $100,000 in excess thereof, and Interest Period; (iiib) Swingline Loans such Borrower shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount by 12:00 noon New York time (i) not less than three Business Days prior to the applicable Minimum Borrowing Amount for date of such LIBOR Loans, and (3) prepayment in the case of prepayments of principal of less than $25,000,000, or (ii) not less than five Business Days prior to the date of such prepayment in the case of prepayments of principal of $25,000,000 or more, give the Agent written notice of its intention to prepay the Loans owing by it, the principal amount of such prepayment, the Type of Loans to be prepaid and the specific Borrowing or Borrowings relating to such Loans, which notice the Agent shall promptly transmit to each of the Banks; (c) the relevant Borrower shall reimburse each Bank within 20 days after demand for any resulting loss or expense actually incurred by any such Bank, to the extent not recovered by such Bank in connection with the reemployment of such funds, including, without limitation, any loss or expense incurred in liquidating or re-employing deposits from third parties, but excluding loss of margin for the period after any such prepayment as a result of (i) any conversion, repayment, or prepayment of the principal amount of any CD Rate Loans or LIBOR Rate Loans pursuant to this Section 5.1 on any day a date other than the scheduled last day of an the Interest Period applicable 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. Each prepayment in respect of any Term Loans whether pursuant to this Section 5.1 shall be 3.04 or otherwise; (aii) applied to the Class or Classes of Term relevant Borrower's not borrowing any 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 AmountsCD Rate Loans or LIBOR Rate Loans, as the case may be, in each caseafter the relevant Borrower's delivering to the Agent a Notice of Borrowing requesting such Loans; or (iii) any Loans not being continued as, in such order or converted into, CD Rate Loans or LIBOR Rate Loans, as the case may be, after the relevant Borrower's delivering to the Agent a Notice of Conversion/Continuation requesting such conversion or continuation, provided, however, that any such Bank or Banks shall have delivered to Borrower may specify. At its certificate which sets forth in reasonable detail the Borrower’s election in connection with any amount of such loss or expense; and (d) each prepayment pursuant to this Section 5.1, such prepayment 3.04 shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In pro rata among the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term designated outstanding Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersBanks owing by such Borrower, (x) in first, to the case payment of clause (i)accrued and unpaid interest, a prepayment premium and then, to the outstanding principal of 1.00% such Loans, and interest shall cease to accrue on all amounts of principal prepaid. All prepayments made on the principal MP Loans pursuant to Article VII, if any, shall reduce the Total Loan Commitment by the amount of the Initial Term Loans being such prepayment, and each Bank's Loan Commitment shall be reduced by such Bank's Participation Percentage of such prepayment amount, and each such amount so prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction shall thereafter not be available for additional Borrowings pursuant to such Repricing Transactionthis Agreement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans, including Term Loans, Loans and Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (1a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice substantially in the form of Exhibit M of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) 2:00 p.m. (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline ABR Loans, on, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may beLenders; (2b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, and (iiiii) Swingline any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, ; and (3c) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto, the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a1) applied to the Class or Classes of Term Loans as the Borrower may specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, andany Replacement Term Loan Repayment Amount, subject to Section 2.14(g), any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may by giving written notice to the Administrative Agent rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to the time of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.