Common use of Prepayment of Loans Clause in Contracts

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to the requirements of Section 2.15), subject to prior notice in accordance with paragraph (b) of this SectionSection 2.10. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy, electronic mail or in writing delivery of written notice), telecopy or electronic mail of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon3:00 p.m., Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.8. Promptly following receipt of any such notice relating to a Revolving Borrowing or a Swingline Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing or a Swingline Borrowing shall be applied ratably to the Loans included in the prepaid BorrowingBorrowing of the Lenders in accordance with their respective Applicable Percentages. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12 and any costs incurred as contemplated by Section 2.15. (c) If at any time, the sum of the aggregate principal amount of all of the Revolving Credit Exposures exceeds the total Commitments, the Borrower shall immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.5(i), in an aggregate principal amount sufficient to cause the aggregate amount of all Revolving Credit Exposures to be less than or equal to the total Commitments.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower Company shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago timeLocal Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.09(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.09(c). Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this SectionSection 2.10(b). (b) The If the sum of the Sterling Equivalent of the total Credit Exposure exceeds the total Commitments at any time, Borrower shall prepay, or cause to be prepaid, any Loans outstanding in an aggregate principal amount equal to such excess which payment shall be made to the Administrative Agent for the ratable benefit of each Lender within ten (10) days of Borrower receiving notice from Administrative Agent that such payment is due; provided that, if after prepaying all of such Loans the Sterling Equivalent of the total Credit Exposure continues to exceed the total Commitments, Borrower shall deposit cash collateral with the Administrative Agent in the amount of such excess and in the manner set forth in Section 2.4(i) except such deposit will be made within five (5) days after ▇▇▇▇▇▇▇▇’s receipt of notice from the Administrative Agent that Borrower is required to make such deposit. (c) Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or in writing electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date of prepayment, three (ii3) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on RFR Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph Section 2.11(b). Each prepayment shall be applied (bi) ratably (relative to the aggregate outstanding principal amount thereof) among the Tranches and (ii) within each Tranche, to the remaining principal installments thereof in inverse order of this Sectionmaturity, allocable to the applicable Lenders ratably relative to the aggregate outstanding principal amount of Loans in such Tranche held. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder under paragraph (a) above (i) in the case of prepayment of a Eurodollar Revolving Rate Loan Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving a Base Rate Loan Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago timeprepayment, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in a minimum amount of $5,000,000 and an amount that would be permitted in the case integral multiple of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02$1,000,000. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. All prepayments of the Loans shall be applied to principal installments on the Loans in the inverse order of maturity. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section; provided that the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) In the event that, on any Reset Date, the sum of the total Revolving Credit Exposures and the aggregate principal amount of outstanding Competitive Loans exceeds 105% of the Total Commitments, then, within three Business Days after notice thereof to the Borrower from the Paying Agent, the Borrower shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Paying Agent pursuant to Section 2.06(j)) such that, after giving effect thereto, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans does not exceed the Total Commitments. Solely for purposes of determining compliance with this paragraph, the total Revolving Credit Exposure shall be deemed reduced by the amount of cash collateral deposited with and held by the Paying Agent pursuant to Section 2.05(j). (c) The Borrower shall notify the Administrative Paying Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Paying Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing made by it in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000. (b) The Borrower shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline LoanBorrowing, the each applicable Swingline Lender) by telephone or (confirmed in writing writing) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.2:30 p.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline LoanBorrowing, not later than 12:00 noon1:00 p.m., Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Class and Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11. Each optional prepayment of the Loans shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing written notice (promptly followed by telephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon1:00 p.m., Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. If at any time the sum of the aggregate principal amount of all of the Revolving Credit Exposures exceeds the Aggregate Commitment, the Borrower shall promptly (and, in any event, within one (1) Business Day), upon notice of such excess being given to the Borrower by the Administrative Agent, repay Borrowings (and the Borrower shall not be required to comply with the notice requirements set forth in this Section 2.11 with respect to any such repayment) and/or cash collateralize LC Exposure pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to eliminate such excess.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice (other than a notice relating solely to a Revolving BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in partpart without any penalty or fee (other than any break funding costs applicable pursuant to Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone telephone, fax or electronic mail (and, in writing the case of telephonic notice, promptly confirmed by hand delivery, fax or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a CDOR Borrowing or a Eurodollar Revolving Borrowing, not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on two Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon2:00 p.m., Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving ABR Borrowing shall be in an a minimum amount that would equal to $1,000,000 with additional increments of $500,000. Each partial prepayment of any CDOR Borrowing or Eurodollar Borrowing shall be permitted in the case same currency in which such Loan was denominated and in a minimum amount equal to 1,000,000 dollars, Canadian dollars, Euro or Sterling, as applicable, with additional increments of an advance 500,000 dollars, Canadian dollars, Euro or Sterling, as applicable. Each partial prepayment of any Swingline Borrowing shall be in a Revolving Borrowing minimum amount of the same Type as provided in Section 2.02$1,000,000 with additional increments of $500,000. Each prepayment of a Revolving any Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.13 and any break funding costs pursuant to Section 2.16. (c) If, for any reason, the total Credit Exposures (including the Dollar Equivalent of any Multicurrency Loan) exceed the total Commitments or the total Multicurrency Credit Exposures exceed the total Multicurrency Commitments on any date, the Borrower shall immediately prepay the amount of such excess in the same currency in which the applicable Credit Exposures are denominated; provided that if such excess is caused by fluctuations in foreign currency exchange rates applicable to then outstanding Multicurrency Loans, (i) no such prepayment will be required to the extent the total Credit Exposure is not more than 105% of the total Commitments on such date and (ii) such excess will be calculated as of (A) the last business day of each calendar quarter, (B) any other business day at the Administrative Agent’s sole discretion during the continuation of an Event of Default and (C) each date of a borrowing request, interest election request and each request for the issuance, amendment, renewal or extension of any Letter of Credit.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this Section. All prepayments shall be made without premium or penalty other than, to the extent applicable, amounts payable under Section 2.16. (b) In the event and on each occasion that any Net Proceeds in excess of $5,000,000 are received by or on behalf of Holdings or any Subsidiary in respect of any Prepayment Event, there shall be a pro rata reduction of Revolving Commitments, Term Borrowings, Incremental Tranche A Borrowings, and if provided for in the applicable Additional Incremental Facility Agreement, Additional Incremental Revolving Commitments and Additional Incremental Term Borrowings as provided in this Section 2.11(b) and in Section 2.08(f). In such event, the Borrower shall, within three Business Days after such Net Proceeds are received, prepay Term Borrowings, Incremental Tranche A Borrowings and, if provided for in the applicable Additional Incremental Facility Agreement, Additional Incremental Term Borrowings in an aggregate amount equal to the product of 100% (or, in the case of any Prepayment Event referred to in clause (c) of the definition of Prepayment Event, if, on the date on which any prepayment would otherwise be made in respect of such Prepayment Event either (i) the Facilities shall be rated not lower than BBB- by S&P and Baa3 by Moody's or (ii) the Total Leverage Ratio as of such date is less tha▇ ▇.▇ ▇o 1.0, 50%) of such Net Proceeds and the Prepayment Portion in respect of such Prepayment Event (such product, the "Prepayment Amount"); provided that, in the case of any event described in clause (a) or (c) of the definition of Prepayment Event, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower intends to apply the Net Proceeds from such event (or a portion thereof specified in such certificate) to invest in the Telecommunications Business of the Borrower and the other Restricted Subsidiaries within 360 days of the receipt thereof and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such period, at which time a prepayment shall be required in accordance with this paragraph (b). (c) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2002, the Borrower shall prepay Term Borrowings, Incremental Tranche A Borrowings and, if provided for in the applicable Additional Incremental Facility Agreement, Additional Incremental Term Borrowings in an aggregate amount equal to the product of (i) 50% of Excess Cash Flow for such fiscal year and (ii) the Prepayment Portion in respect of such Excess Cash Flow (such product, the "Excess Cash Flow Prepayment Amount"); provided that if, on the date on which any prepayment would otherwise be made pursuant to this Section 2.11(c), either (i) the Facilities shall be rated not lower than BBB- by S&P and Baa3 by Moody's or (ii) the Total Leverage Ratio as of such date is less tha▇ ▇.▇ ▇o 1.0, no such prepayment shall be required pursuant to this Section 2.11(c). Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after the end of such fiscal year). (d) If, on any date, the aggregate Revolving Exposures of all Lenders exceeds the aggregate Revolving Commitments of all Lenders, or the aggregate principal amount of the Additional Incremental Revolving Loans of any Class of all Lenders exceeds the aggregate Additional Incremental Revolving Commitments of such Class of all Lenders, the Borrower shall immediately prepay Revolving Loans or Additional Incremental Revolving Loans of such Class, as the case may be (and, to the extent that any such excess remains after all Revolving Loans have been prepaid, deposit cash collateral with the Administrative Agent to secure outstanding LC Exposure), in an amount equal to such excess. (e) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.11(f); provided that each prepayment of Borrowings of any Class shall be applied to prepay ABR Borrowings of such Class before any other Borrowings of such Class. (f) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago Dallas, Texas time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago Dallas, Texas time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago Dallas, Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments or any Additional Incremental Revolving Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice (other than a notice relating solely to a Revolving BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior the requirements of this Section. (a) Prior to any prepayment of Borrowings under this Section, the Company shall specify the Borrowing or Borrowings to be prepaid, in the notice in accordance with of such prepayment delivered pursuant to paragraph (bc) of this Section. (b) The Borrower Company shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing email (confirmed by hand delivery or facsimile transmission) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.06. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.10.

Prepayment of Loans. (a) The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) the requirements of this Section. (b) The Borrower Company shall notify the Administrative Applicable Facility Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed, with a copy to the General Administrative Agent, by hand delivery or facsimile) or in writing (with a copy to the General Administrative Agent) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, that (A) if a notice of optional prepayment of Revolving Borrowings is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.092.06, then such notice of prepayment may be revoked (by notice to the Revolving Facility Agent (with a copy to the General Administrative Agent) on or prior to the specified date of prepayment) if such notice of termination is revoked in accordance with Section 2.092.06 and (B) a notice of optional prepayment of Term Borrowings may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Term Facility Agent (with a copy to the General Administrative Agent) on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Applicable Facility Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.10.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this Section. (b) In the event of any partial reduction or termination of the Commitments, then (i) at or prior to the date of such reduction or termination, the Administrative Agent shall notify the Borrower and the Lenders of the sum of the Credit Exposures after giving effect thereto and (ii) if such sum would exceed the total Commitments after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, prepay Borrowings in an amount sufficient to eliminate such excess. (c) The Borrower shall prepay outstanding Loans, if any, upon its receipt of, and in the amount of, any Excess CP Proceeds. (d) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by facsimile) of any prepayment hereunder hereunder, (i) in the case of a prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 10:30 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing under Section 2.7(a) shall be in an amount that would be permitted in the case integral multiple of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02$100,000 and not less than $500,000. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.133.1.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.12:00 noon, Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.09, then Borrower may state that such notice is conditioned upon the occurrence of prepayment an event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice of prepayment relating to a Revolving Borrowingthe Term Loans, the Administrative Agent shall advise the Term Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02such notice. Each prepayment of a Revolving Borrowing the Term Loans shall be applied ratably to reduce the remaining future quarterly installment amounts thereof payable under Section 2.09(a)(ii) as directed by the Borrower. (c) If the Transaction Closing Date has not occurred on or prior to the Early Commitment Termination Date, the Borrower shall immediately prepay the entire principal amount of the Loans included then outstanding, together with all accrued but unpaid interest and fees thereon and all other Obligations of the Borrower owing on such date (other than indemnities and contingent claims which by their terms would survive the termination of this Agreement). The Borrower authorizes the release of all funds on deposit in the prepaid BorrowingCollateral Account on such date and hereby irrevocably authorizes and directs the Administrative Agent to apply such funds to such Obligations in the manner set forth in Section 2.17(b) without any further action or authorization by the Borrower. Prepayments In the event there are excess funds in the Collateral Account after all such Obligations have been paid in full, such funds shall be accompanied by accrued interest made available to the extent required by Section 2.13Borrower.

Prepayment of Loans. (a) The Each Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without penalty or premium (but subject to prior notice the provisions of Section 2.15), in accordance with paragraph (b) the requirements of this Section. (b) The In the event and on each occasion that the Aggregate Revolving Exposure exceeds the Aggregate Commitment, each applicable Borrower shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.05(i)) in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings under this Section, each applicable Borrower shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (d) of this Section. (d) Each applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by hand delivery or in writing facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice (other than a notice relating solely to a Revolving BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, provided that each such prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $500,000, and provided further that if the outstanding principal amount of any Borrowing is less than $500,000, then the Borrower may prepay the entire outstanding principal amount of such Borrowing, but not less than the entire principal amount thereof, and in whole or in part, any event subject to prior notice in accordance with paragraph (b) of this SectionSection 2.10(b). (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingLIBO Rate Borrowing denominated in Dollars, not later than 11:00 a.m., Chicago San Francisco time, on 3 Business Days before the date of prepayment, (ii) in the case of prepayment of a LIBO Rate Borrowing denominated in an ABR Revolving Alternative Currency, not later than 11:00 a.m. 4 Business Days before the date of prepayment, (iii) in the case of prepayment of a Base Rate Borrowing, not later than 11:00 a.m., Chicago San Francisco time, on one Business Day before the date of prepayment or (iiiiv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon11:00 a.m., Chicago San Francisco time, on the date of prepayment, pursuant to a written Repayment Notice in the form of Exhibit I, with appropriate insertions, and signed by the Borrower. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated provided by Section 2.092.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments Each prepayment under this Section 2.10 shall be accompanied by payment of all accrued and unpaid interest to the extent required by Section 2.132.12, together with any additional amounts required pursuant to Section 2.15. (c) If for any reason the outstanding Obligations at any time exceed the total Commitments then in effect, the Borrower shall immediately prepay Loans and/or deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to deposit such cash pursuant to this Section 2.10(c) unless after the prepayment in full of the Loans, the outstanding Obligations exceed the Commitment then in effect.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this SectionSection 2.10(b). (b) The If the sum of the Dollar Equivalent of the total Credit Exposure exceeds the total Commitments at any time, Borrower shall prepay, or cause to be prepaid, any Loans outstanding in an aggregate principal amount equal to such excess which payment shall be made to the Administrative Agent for the ratable benefit of each Lender within ten (10) days of Borrower receiving notice from Administrative Agent that such payment is due; provided that, if after prepaying all of such Loans the Dollar Equivalent of the total Credit Exposure continues to exceed the total Commitments, Borrower shall deposit cash collateral with the Administrative Agent in the amount of such excess and in the manner set forth in Section 2.4(i) except such deposit will be made within five (5) days after ▇▇▇▇▇▇▇▇’s receipt of notice from the Administrative Agent that Borrower is required to make such deposit. (c) ▇▇▇▇▇▇▇▇ shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or in writing electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12 and compensation for break funding, to the extent required by Section 2.15.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The Borrower shall notify the applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the applicable Administrative Agent shall advise the Lenders and the other Administrative Agent of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid BorrowingRevolving Borrowing and each voluntary prepayment of a Term Loan A Borrowing shall be applied ratably to the Term A Loans included in the prepaid Term Loan A Borrowing in such order of application as directed by the Borrower and each voluntary prepayment of a Term Loan B Borrowing shall be applied ratably to the Term B Loans included in the prepaid Term Loan B Borrowing in such order of application as directed by the Borrower. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13, (ii) break funding payments pursuant to Section 2.16 and (iii) in the case of a Repricing Event, the Repricing Premium. (b) If any Repricing Event occurs on or before the date that is six months after the Closing Date, the Borrower agrees to pay to the applicable Administrative Agent, for the ratable account of each Term Loan Lender with Initial Term A Loans and/or Initial Term B Loans, as applicable, that are subject to such Repricing Event (including any Term Loan Lender which is replaced pursuant to Section 9.02(d) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Initial Term A Loans and/or Initial Term B Loans subject to such Repricing Event (the “Repricing Premium”). Such Repricing Premium shall be earned, due and payable upon the date of the occurrence of the respective Repricing Event. (c) Not later than the fifth (5) Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Recovery Event, in each case in excess of the Annual Deductible Amount, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Borrower or such Restricted Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.11(h); provided, however, that, if (x) prior to the date any such prepayment is required to be made, the Borrower notifies each Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries and (y) no Event of Default shall have occurred and be continuing at the time of such notice, and no Event of Default shall have occurred and shall be continuing at the time of proposed reinvestment (unless such reinvestment is made pursuant to a binding commitment entered into at a time when no Event of Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 12 months after the date of receipt of such Net Cash Proceeds (or, within such 12 month period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such 12 month period); provided, further, that if any Net Cash Proceeds are not reinvested on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within five (5) Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso). (d) If at any time, the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds of any debt securities or other incurrence of Indebtedness (other than Indebtedness incurred pursuant to Section 6.03 (other than Permitted Refinancings in respect of the Loans and Commitments hereunder, Refinancing Term Loans, Replacement Revolving Loans used to refinance Term Loans and Refinancing Notes)), then no later than three (3) Business Days after the Borrower’s or any Restricted Subsidiary’s receipt thereof, an amount equal to 100% of the Net Cash Proceeds thereof shall be paid by the Borrower to the applicable Administrative Agent and applied as a mandatory prepayment of principal of the Term Loans as provided in Section 2.11(h) or to the extent such prepayment obligation arises from an incurrence of Indebtedness in respect of a Permitted Refinancing, Refinancing Term Loans, Refinancing Notes or Replacement Revolving Loans applied to prepayment of such replaced or refinanced Term Loans; (e) Not later than five (5) Business Days after the date on which the annual financial statements are, or are required to be, delivered under Section 5.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and, if and to the extent the amount of such Excess Cash Flow exceeds $0, the Borrower shall prepay, in accordance with Section 2.11(h), an aggregate principal amount of Term Loans equal to (i) an amount equal to the Required Percentage of such Excess Cash Flow minus (ii) the sum of (a) to the extent not financed using the proceeds of Indebtedness, the amount of any voluntary prepayments of Term Loans during such Excess Cash Flow Period pursuant to Section 2.11(a) and (b) to the extent not financed using the proceeds of Indebtedness, the amount of any voluntary prepayments of Revolving Loans to the extent that Revolving Commitments are permanently terminated or reduced pursuant to Section 2.09. Such calculation will be set forth in a certificate signed by a Financial Officer of the Borrower delivered to each Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail. (f) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (so calculated) exceeds 105% of the aggregate Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Term Loan A/Revolver Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the aggregate Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable. (g) Notwithstanding any other provisions of this Section 2.11, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Recovery Event by a Foreign Subsidiary giving rise to a prepayment event under Section 2.11(c) (a “Foreign Asset Sale Recovery Event”) or Excess Cash Flow are prohibited or delayed by applicable law from being repatriated to the United States, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be paid by the Borrower in respect of the Term Loans at the times provided in this Section 2.11 so long as the applicable local law will not permit repatriation to the United States, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow would be permitted under the applicable local law, the Borrower will promptly pay an amount equal to such Net Cash Proceeds or Excess Cash Flow, which amount shall be applied to the repayment of the Term Loans pursuant to this Section 2.11 to the extent otherwise provided herein or (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all Net Cash Proceeds from such Foreign Asset Sale Recovery Event or Excess Cash Flow could reasonably be expected to result in a material adverse tax consequence to the Borrower or its Restricted Subsidiaries with respect to such Net Cash Proceeds or Excess Cash Flow, the Borrower shall have no obligation to repay an amount equal to such Net Cash Proceeds or Excess Cash Flow so affected until such time that such amounts could be repatriated without incurring such liability or consequence. Nothing in this Section 2.11 shall be construed as a covenant by any Foreign Subsidiary to distribute any amounts to any Loan Party or a covenant by the Borrower or any Loan Party to cause any Foreign Subsidiary to distribute any amounts (it being understood that this Section 2.11 requires only that the Borrower repay certain amounts calculated by reference to certain Excess Cash Flow and/or Foreign Asset Sale Recovery Events of a Foreign Subsidiary). (h) Any mandatory prepayment of Term Loans pursuant to Section 2.11(c), (d) (other than as set forth therein) or (e) shall be applied so that the aggregate amount of such prepayment is allocated among the Initial Term A Loans, Initial Term B Loans and the Other Term Loans (to the extent such Other Term Loans are secured by Collateral on a pari passu basis with the Initial Term Loans), if any, pro rata based on the aggregate principal amount of outstanding Initial Term A Loans, Initial Term B Loans and Other Term Loans (to the extent secured by Collateral on a pari passu basis with the Initial Term Loans), if any, to reduce amounts due on the Term Loan Installment Dates for such Classes as directed by the Borrower (and if not specified by the Borrower, in direct order of maturity) (it being understood that to the extent any Class of Initial Term Loan or Other Term Loans is not entitled to mandatory prepayments under Section 2.11(c), (d) or (e), such Class will be excluded in such pro rata calculations); provided that, subject to the pro rata application to Term Loans outstanding within any respective Class of Term Loans, (x) with respect to mandatory prepayments of Term Loans pursuant to Section 2.11(c) and 2.11(e), any Class of Other Term Loans may receive less than its pro rata share thereof (so long as the amount by which its pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Initial Term A Loans, Initial Term B Loans and any other Classes of then outstanding Other Term Loans (which are permitted to be paid on a pro rata basis), in each case to the extent the respective Class receiving less than its pro rata share has consented thereto) and (y) the Borrower shall allocate any repayments pursuant to Section 2.11(c) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(d). Any optional prepayments of the Term Loans pursuant to Section 2.11(d) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (i) The Borrower shall notify each Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(c) or 2.11(e) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Each Administrative Agent will promptly notify each Term Loan Lender of the contents of any such prepayment notice and of such Term Loan Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Loan Lender may elect, by delivering written notice to the applicable Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Loan Lender’s receipt of notice from the applicable Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Initial Term A Loans or the Initial Term B Loans, as applicable, held by such Term Loan A Lender or Term Loan B Lender, as applicable, pursuant to Section 2.11(c) or 2.11(e) not be made (the aggregate amount of such prepayments declined, the “Declined Proceeds”). If a Term Loan Lender fails to deliver notice setting forth such rejection of a prepayment to the applicable Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. For the avoidance of doubt, the Borrower may retain the Declined Proceeds (“Retained Declined Proceeds”) and apply such Retained Declined Proceeds to prepay loans in accordance with Section 2.11(a) above or for any other purpose permitted by this Agreement.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid BorrowingRevolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. (b) [Reserved]. (c) Not later than the fifth (5) Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Recovery Event, in each case in excess of the Annual Deductible Amount, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Borrower or such Restricted Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.11(h); provided, however, that, if (x) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries and (y) no Event of Default shall have occurred and be continuing at the time of such notice, and no Event of Default shall have occurred and shall be continuing at the time of proposed reinvestment (unless such reinvestment is made pursuant to a binding commitment entered into at a time when no Event of Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 12 months after the date of receipt of such Net Cash Proceeds (or, within such 12 month period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such 12 month period); provided, further, that if any Net Cash Proceeds are not reinvested on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within five (5) Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso). (d) If at any time, the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds of any debt securities or other incurrence of Indebtedness (other than Indebtedness incurred pursuant to Section 6.03 (other than Permitted Refinancings in respect of the Loans and Commitments hereunder, Refinancing Term Loans, Replacement Revolving Loans used to refinance Term Loans and Refinancing Notes)), then no later than three (3) Business Days after the Borrower’s or any Restricted Subsidiary’s receipt thereof, an amount equal to 100% of the Net Cash Proceeds thereof shall be paid by the Borrower to the Administrative Agent and applied as a mandatory prepayment of principal of the Term Loans as provided in Section 2.11(h) or to the extent such prepayment obligation arises from an incurrence of Indebtedness in respect of a Permitted Refinancing, Refinancing Term Loans, Refinancing Notes or Replacement Revolving Loans applied to prepayment of such replaced or refinanced Term Loans; (e) Not later than five (5) Business Days after the date on which the annual financial statements are, or are required to be, delivered under Section 5.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and, if and to the extent the amount of such Excess Cash Flow exceeds $0, the Borrower shall prepay, in accordance with Section 2.11(h), an aggregate principal amount of Term Loans equal to (i) an amount equal to the Required Percentage of such Excess Cash Flow minus (ii) the sum of (a) to the extent not financed using the proceeds of Indebtedness, the amount of any voluntary prepayments of Term Loans during such Excess Cash Flow Period pursuant to Section 2.11(a) and (b) to the extent not financed using the proceeds of Indebtedness, the amount of any voluntary prepayments of Revolving Loans to the extent that Revolving Commitments are permanently terminated or reduced pursuant to Section 2.09. Such calculation will be set forth in a certificate signed by a Financial Officer of the Borrower delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail. (f) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (so calculated) exceeds 105% of the aggregate Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the aggregate Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable. (g) Notwithstanding any other provisions of this Section 2.11, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Recovery Event by a Foreign Subsidiary giving rise to a prepayment event under Section 2.11(c) (a “Foreign Asset Sale Recovery Event”) or Excess Cash Flow are prohibited or delayed by applicable law from being repatriated to the United States, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be paid by the Borrower in respect of the Term Loans at the times provided in this Section 2.11 so long as the applicable local law will not permit repatriation to the United States, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow would be permitted under the applicable local law, the Borrower will promptly pay an amount equal to such Net Cash Proceeds or Excess Cash Flow, which amount shall be applied to the repayment of the Term Loans pursuant to this Section 2.11 to the extent otherwise provided herein or (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all Net Cash Proceeds from such Foreign Asset Sale Recovery Event or Excess Cash Flow could reasonably be expected to result in a material adverse tax consequence to the Borrower or its Restricted Subsidiaries with respect to such Net Cash Proceeds or Excess Cash Flow, the Borrower shall have no obligation to repay an amount equal to such Net Cash Proceeds or Excess Cash Flow so affected until such time that such amounts could be repatriated without incurring such liability or consequence. Nothing in this Section 2.11 shall be construed as a covenant by any Foreign Subsidiary to distribute any amounts to any Loan Party or a covenant by the Borrower or any Loan Party to cause any Foreign Subsidiary to distribute any amounts (it being understood that this Section 2.11 requires only that the Borrower repay certain amounts calculated by reference to certain Excess Cash Flow and/or Foreign Asset Sale Recovery Events of a Foreign Subsidiary). (h) Any mandatory prepayment of Term Loans pursuant to Section 2.11(c), (d) (other than as set forth therein) or (e) shall be applied so that the aggregate amount of such prepayment is allocated among the Initial Term A Loans and the Other Term Loans (to the extent such Other Term Loans are secured by Collateral on a pari passu basis with the Initial Term A Loans), if any, pro rata based on the aggregate principal amount of outstanding Initial Term A Loans and Other Term Loans (to the extent secured by Collateral on a pari passu basis with the Initial Term A Loans), if any, to reduce amounts due on the Term Loan Installment Dates for such Classes as directed by the Borrower (and if not specified by the Borrower, in direct order of maturity) (it being understood that to the extent any Class of Initial Term A Loans or Other Term Loans is not entitled to mandatory prepayments under Section 2.11(c), (d) or (e), such Class will be excluded in such pro rata calculations); provided that, subject to the pro rata application to Term Loans outstanding within any respective Class of Term Loans, (x) with respect to mandatory prepayments of Term Loans pursuant to Section 2.11(c) and 2.11(e), any Class of Other Term Loans may receive less than its pro rata share thereof (so long as the amount by which its pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Initial Term A Loans and any other Classes of then outstanding Other Term Loans (which are permitted to be paid on a pro rata basis), in each case to the extent the respective Class receiving less than its pro rata share has consented thereto) and (y) the Borrower shall allocate any repayments pursuant to Section 2.11(c) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(d). Any optional prepayments of the Term Loans pursuant to Section 2.11(d) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (i) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(c) or 2.11(e) at least three (3) Business Days prior to the date of such prepayment. The such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Loan Lender of the contents of any such prepayment notice and of such Term Loan Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Loan Lender may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Loan Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Initial Term A Loans held by such Term Loan Lender pursuant to Section 2.11(c) or 2.11(e) not be made (the aggregate amount of such prepayments declined, the “Declined Proceeds”). If a Term Loan Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. For the avoidance of doubt, the Borrower may retain the Declined Proceeds (“Retained Declined Proceeds”) and apply such Retained Declined Proceeds to prepay loans in accordance with Section 2.11(a) above or for any other purpose permitted by this Agreement.

Prepayment of Loans. (a) The Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of its Borrowings in whole or in part, subject to prior notice in accordance with paragraph (b) of this SectionSection 2.10. (b) The applicable Borrower shall notify the applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder under clause (a) above (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the Specified Time three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the Specified Time one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, the Specified Time on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice relating to a Revolving Borrowing or a Term Borrowing, the applicable Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment pursuant to clause (a) above of any Revolving Borrowing or Term Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the applicable prepaid Borrowing. . (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party, prepay the outstanding principal amount of the Term Loans in an aggregate amount equal to 100% of such Net Proceeds, to be applied (i) if such Net Proceeds are received with respect to a Prepayment Event attributable to property or any asset of Parent or any Domestic Guarantor, such Net Proceeds shall be applied first to the Domestic Term Loans and second to the French Term Loans, (ii) if such Net Proceeds are received with respect to a Prepayment Event attributable to property or any asset of a French Borrower or any Foreign Guarantor, such Net Proceeds shall be applied to the French Term Loans and (iii) in either case to be applied to installments of the Term Loans in inverse order of maturity; provided that no such prepayment shall be required pursuant to this Section 2.10(c) if, with respect to any Net Proceeds realized or received with respect to any Prepayment Event, at the option of the Parent, and so long as no Event of Default shall have occurred and be continuing, the Parent reinvests or causes to be reinvested all or any portion of such Net Proceeds in assets useful for its business within two hundred and seventy (270) days of the receipt of such Net Proceeds; provided further that if any Net Proceeds are not so reinvested within the time period set forth above in this Section 2.10(c), an amount equal to any such Net Proceeds shall be promptly applied to the prepayment of the Term Loans as set forth in this Section 2.10(c). (d) Within five Business Days after financial statements have been delivered pursuant to Section 5.01(a) and the related Compliance Certificate has been delivered pursuant to Section 5.01(c), the Parent shall prepay an aggregate principal amount of Term Loans equal to (i) 75% of Excess Cash Flow for the fiscal year covered by such financial statements in the case of the fiscal years ending June 30, 2010 and June 30, 2011, and (ii) 75% of Excess Cash Flow for the fiscal year covered by such financial statements in the case of the fiscal years ending June 30, 2012 and June 30, 2013 if the Leverage Ratio for either such fiscal year is greater than 1.00 to 1, applied on a pro rata basis between the Domestic Term Loans and the French Term Loans and applied to installments of such Term Loans in inverse order of maturity. (e) Upon the issuance of any Indebtedness pursuant to Section 6.01(k), the Parent shall, within ten days of the receipt thereof, use 100% of the Net Proceeds (except to the extent used substantially concurrently with such issuance to fund one or more Permitted Acquisitions) to prepay the Loans, applied first on a pro rata basis between the Domestic Term Loans and the French Term Loans and applied to installments of such Term Loans in inverse order of maturity and second applied to the Revolving Loans (with corresponding reductions in the Revolving Commitments). (f) If the Domestic Administrative Agent notifies the Borrowers at any time that: (i) the total Revolving Credit Exposures exceed the then current aggregate Revolving Commitments, then, within two Business Days after receipt of such notice, the Parent shall prepay Revolving Loans on a pro rata basis in an amount sufficient to cause the total Revolving Credit Exposures to not exceed the then current aggregate Revolving Commitments; or (ii) the outstanding amount of all Revolving Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit, then, within two Business Days after receipt of such notice, the Parent shall prepay Revolving Loans on a pro rata basis in an aggregate amount sufficient to reduce the outstanding amount of Revolving Loans denominated in Alternative Currencies as of the date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit. (g) Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.noon, Chicago time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.noon, Chicago time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago Toronto time, on the date of prepaymentprepayment or such other time agreed to between the applicable Borrower and the Swingline Lender. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Sectionwithout premium or penalty. (b) In the event and on each occasion that the aggregate Revolving Exposures exceed the aggregate Revolving Commitments (including as a result of a determination with respect to the Dollar Equivalent of any Letter of Credit made by the Administrative Agent pursuant to Section 1.06), the Borrowers shall prepay Revolving Loan Borrowings or Swingline Loans (or, if no such Borrowings are outstanding, deposit Cash Collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) in an aggregate amount necessary to eliminate such excess. (c) [Reserved]. (d) [Reserved]. (e) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (f) of this Section. In the absence of a designation by the Borrowers as described in the preceding provisions of this paragraph of the Type of Borrowing of any Class, the Administrative Agent shall make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.16. (f) The Borrower Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing of any prepayment hereunder by telephone or delivering a Notice of Loan Prepayment; provided that, unless otherwise agreed by the Administrative Agent, such notice must be received (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment; provided, further, that each telephonic notice shall be confirmed promptly by hand delivery, facsimile or other electronic transmission to the Administrative Agent of a written Notice of Loan Prepayment signed by a Responsible Officer of the applicable Borrower. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice upon the effectiveness of termination other credit facilities or the receipt of the Commitments as contemplated by Section 2.09proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, then in which case such notice of prepayment may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to a Revolving BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. At the Borrowers’ election in connection with any prepayment pursuant to this Section 2.11, such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Revolving Borrowing in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago Houston time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR a CBFR Revolving Borrowing, not later than 11:00 a.m., Chicago Houston time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago Houston time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Company, and each mandatory prepayment of a Borrowing pursuant to Section 2.11(c) shall be applied in accordance with Section 2.11(e). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. (b) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the aggregate principal Dollar Amount of the total Revolving Credit Exposures of any Class (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments of such Class or (B) the aggregate principal Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the aggregate principal Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures (so calculated) exceeds 105% of the aggregate Multicurrency Tranche Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Foreign Currency Sublimit, the Borrowers shall in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of the total Revolving Credit Exposures (so calculated) of each Class to be less than or equal to the aggregate Revolving Commitments of such Class and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable. (c) During the Covenant Suspension Period, in the event and on each occasion that any Net Proceeds are received by or on behalf of the Company or any of its Subsidiaries in respect of any Prepayment Event, the Company shall, immediately after such Net Proceeds are received, prepay the Obligations and cash collateralize the LC Exposure as set forth in Section 2.11(e) below in an aggregate amount equal to 100% of such Net Proceeds. The Company shall provide prior written notice to the Administrative Agent regarding each prepayment pursuant to this Section 2.11(c). (d) During the Covenant Suspension Period, if, as of the final Business Day of each weekly period starting from the first complete calendar week after the Amendment No. 4 Effective Date (for the avoidance of doubt, with the first such final Business Day being May 8, 2020), (A) Revolving Loans are outstanding and (B) the Consolidated Cash Balance exceeds $100,000,000 as of the end of such applicable Business Day, then the Borrowers shall, on the next Business Day thereafter, prepay the Revolving Loans, applied ratably to each Class of Revolving Loans then outstanding, in an aggregate principal amount equal to such excess. The Company shall provide prior written notice to the Administrative Agent regarding each prepayment pursuant to this Section 2.11(d). (e) All such amounts pursuant to Section 2.11(c) shall be applied ratably first, to prepay the Term Loans (to be applied to installments of the Term Loans in inverse order of maturity), and second to prepay the Revolving Loans, applied ratably to each Class of Revolving Loans then outstanding, with a corresponding dollar-for-dollar immediate, permanent and irrevocable reduction of the Revolving Commitments of each Class (made ratably among the Lenders in accordance with their respective Revolving Commitments of such Class) and subsequently to cash collateralize outstanding LC Exposure; provided that no such reduction of the Revolving Commitments shall be required so long as the aggregate Revolving Commitments at the time of such prepayment are not greater than $400,000,000).

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoanSwing Line Borrowing, the Swingline Swing Line Lender) by telephone or in writing of any prepayment hereunder under paragraph (a) above or to comply with paragraph (c) below or with Section 2.20(b) (i) in the case of prepayment of a Eurodollar Revolving BorrowingBorrowing of Eurocurrency Rate Loans, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR a Revolving BorrowingBorrowing of Base Rate Loans, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline LoanSwing Line Borrowing, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.09(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.09(c). Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. (c) In the event of any termination of the Commitments, the Borrower shall on the date of such termination reduce the Aggregate Revolving Credit Exposure to zero. (d) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.11(d) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)) but subject to break funding payments required by Section 2.16, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or Canadian Prime Rate Borrowing, not later than 11:00 a.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the applicable Tranche prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or one or more events specified therein, in which case such notice may be revoked by each applicable Borrower by notice to the Administrative Agent on or prior to the specified effective date if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied as directed by the Borrower (subject to Section 2.11(d)). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. (b) If at any time, (i) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Multicurrency Tranche Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Revaluation Date with respect to each such Credit Event) exceeds 105% of the aggregate Multicurrency Tranche Commitments, (ii) the sum of the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure (calculated as of the most recent Revaluation Date) exceeds 105% of the aggregate Non-USD Multicurrency Tranche Sublimit or (iii) for any other reason, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures of any Class (so calculated) exceeds the aggregate Commitments of such Class, the Borrower shall in each case immediately repay the applicable Borrowings or Cash Collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) of each Class to be less than or equal to the aggregate Commitments of such Class (or, in the case of preceding clause (ii), cause the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure to be less than or equal to the Non-USD Multicurrency Tranche Sublimit). (1) In the event and on each occasion that any Net Proceeds are received by or on behalf of Parent or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay (x) the Obligations and (y) Other Applicable Indebtedness (to the extent and if required by the terms of the documentation governing such Other Applicable Indebtedness), in each case, as set forth in Section 2.11(d)(i) below in an aggregate amount equal to 100% (with step downs to (i) 50% based upon the achievement and maintenance of a First Lien Net Leverage Ratio of less than or equal to 3.00 to 1.00 and (ii) 0% based upon the achievement and maintenance of a First Lien Net Leverage Ratio of less than or equal to 2.50 to 1.00 (each such step down, an “Asset Sale Step Down”)) of such Net Proceeds; provided that in the case of any event described in clause (a), (b) or (c) of the definition of the term “Prepayment Event”, the Borrower shall only be obligated to prepay, subject to the Asset Sale Step Down, the amount of the Net Proceeds received to the extent in excess of the applicable amounts set forth therein; provided, further, that in the case of any event described in clause (a), (b) or (c) of the definition of the term “Prepayment Event”, if Parent shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Parent or its relevant Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 12 months after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire, replace, rebuild, maintain, develop, construct, improve, upgrade or repair property, equipment or other assets (excluding inventory) useful in the business of Parent and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 12 month period (or committed to be applied by the end of the 12 month period and applied within 180 days after the end of such 12 month period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied, (2) in the event and on each occasion that any Borrower incurs, issues or obtains any Credit Agreement Refinancing Indebtedness (other than solely by means of extending or renewing then existing Credit Agreement Refinancing Indebtedness without resulting in any Net Proceeds), the Borrower shall, on the date on which such Credit Agreement Refinancing Indebtedness is incurred, issued or obtained, prepay the applicable Refinanced Debt as set forth in Section 2.11(d)(ii) below in an aggregate amount equal to 100% of the Net Proceeds of such Credit Agreement Refinancing Indebtedness and (3) on each Excess Cash Payment Date the Borrower shall prepay the Obligations as set forth in Section 2.11(d)(i) below in an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the applicable fiscal year (but only if such amount exceeds $25,000,000 in the aggregate); provided that repayments of principal of Loans made as a voluntary prepayment pursuant to Section 2.11(a) (other than with the proceeds of long-term Indebtedness) (but in the case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Revolving Commitments in an amount equal to such prepayment) during the applicable fiscal year shall reduce on a dollar-for-dollar basis the amount of such mandatory repayment otherwise required on the applicable Excess Cash Payment Date pursuant to this clause (3). (d) Subject to Sections 2.11(e) and 2.11(f) below and except as set forth in the applicable Incremental Amendment, Extension Amendment and Refinancing Amendment, (i) all such amounts pursuant to Sections 2.11(c)(1) and 2.11(c)(3) shall be applied to each Class of Term Loans on a pro rata basis and to the scheduled payments of each such Class as directed by ▇▇▇▇▇▇ (and absent such direction, in direct order of maturity); provided that, if at the time that prepayment would be required pursuant to Sections 2.11(c)(1) and 2.11(c)(3), Parent or any Restricted Subsidiary is required to prepay or offer to redeem or repurchase any Other Applicable Indebtedness pursuant to the terms of the documentation governing such Other Applicable Indebtedness with such amounts, then Parent or such Restricted Subsidiary may apply such amounts on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and such Other Applicable Indebtedness at such time) to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness; provided, further, that (A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this clause (d) shall be reduced accordingly and (D) to the extent the holders of such Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof and (ii) all such amounts pursuant to Section 2.11(c)(2) shall be applied to prepay an aggregate principal amount of the applicable Refinanced Debt equal to the Net Proceeds of the applicable Credit Agreement Refinancing Indebtedness (and to the extent the applicable Refinanced Debt is not repaid in full, such Net Proceeds shall reduce the remaining scheduled principal repayments of such Refinanced Debt on a pro rata basis). (e) Notwithstanding any other provisions of this Section 2.11 to the contrary, with respect to any prepayment required pursuant to Section 2.11(c)(1), if at the time of such prepayment, the Restricted Subsidiary receiving the Net Proceeds (i) is prohibited, restricted or delayed by applicable local law from repatriating such Net Proceeds to Parent or the Borrower, the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(c)(1) but may be retained by the applicable Restricted Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to Parent or the Borrower, and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 2.11(d) to the extent provided therein or (ii) cannot repatriate such funds to Parent or the Borrower without (in the good faith determination of Parent) the repatriation of such Net Proceeds (or a portion thereof) that would otherwise be required to be applied pursuant to Section 2.11(c)(1) resulting in material adverse tax consequences, the Net Proceeds (or portion thereof) so affected may be retained by the applicable Restricted Subsidiary (Parent and the Borrower hereby agreeing to cause the applicable Restricted Subsidiary to promptly use commercially reasonable efforts to take all actions within the reasonable control of Parent and the Borrower that are reasonably required to eliminate such tax effects) until such time as such material adverse tax consequences would not apply to the repatriation thereof, at which time the mandatory prepayments otherwise required by Section 2.11(c)(1) with respect to such Net Proceeds shall be made. (f) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(c)(1) or 2.11(c)(3) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage of each relevant Tranche of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the applicable Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(c)(1) or 2.11(c)(3) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount related to a prepayment under Section 2.11(c)(1) is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the and Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). In the event that the Declined Prepayment Amount related to a prepayment under Section 2.11(c)(3) is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. (New York time) one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrower. For the avoidance of doubt, the Borrower may, at their option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.11(a) above.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject Subject to prior notice in accordance with paragraph (b) of this SectionSection 2.08, each Borrower may at its option, at any time, without premium or penalty of any kind (other than any payments required under Section 2.16), prepay, in whole or in part, any Borrowings in the applicable currency. (b) The applicable Borrower (or the Company on its behalf) shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (in the case of any telephonic notification, confirmed by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on the date three Business Days prior to the date of prepayment, prepayment or (ii) in the case of prepayment of an a ABR Revolving Borrowing, not later than 11:00 10:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago timeLocal Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.06. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.10.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingLoan, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving BorrowingLoan, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.07. Promptly following receipt of any such notice relating to a Revolving BorrowingLoan, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing Loan shall be in an amount that would be permitted in the case is an integral multiple of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02$100,000 and not less than $1,000,000. Each prepayment of a Revolving Borrowing Loan shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.11 and any fees due and payable under Section 2.14. (c) If at any time a Consolidated Business receives proceeds from the sale, transfer, assignment, conveyance or refinancing of any Real Property or any interest in any Real Property, the Borrower shall prepay a portion of the Loan in an amount equal to the Net Cash Proceeds unless the Borrower shall have obtained prior written consent from the Required Lenders to retain the Net Cash Proceeds. In addition, at the time of such prepayment, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating compliance (after giving effect to the sale of such Real Property) with the covenants set forth in Section 5.05 and Article VI. To the extent the Borrower is unable to show compliance with such covenants, such mandatory prepayment shall permanently reduce the aggregate amount of the Commitments hereunder by an amount equal to such prepayment. In the event of a required prepayment in accordance with this clause (c), the Borrower shall simultaneously with the receipt of such Net Cash Proceeds make such prepayment together with the interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 2.14 hereof. Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. As used in this clause (c) only, the phrase “sale, transfer, assignment, conveyance or refinancing” shall not include sales or conveyances among the Consolidated Businesses. (d) If at any time the Revolving Credit Exposure exceeds the Maximum Availability, the Borrower shall be required to prepay a portion of the Loan in an amount equal to such excess. In the event of a required prepayment in accordance with this clause (d), the Borrower shall immediately make such prepayment together with the interest accrued to the date of the prepayment on the principal amount prepaid and shall, to the extent necessary, return or cause to be returned to the Issuing Bank such Letters of Credit so that immediately following such prepayment and return of such Letters of Credit the Revolving Credit Exposure shall not exceed the Maximum Availability; provided that in lieu of returning any such Letters of Credit, the Borrower may deposit with the Administrative Agent cash collateral in accordance with Section 2.04(j). In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 2.14 hereof. Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. (e) If at any time (i) the Company or the Borrower merges or consolidates with another Person and the Company or the Borrower, as the case may be, is not the surviving entity, or (ii) one or more of the Company, the Borrower, or any of the Borrower’s Subsidiaries ceases to provide property management and leasing services to at least 80% of the total number of Projects in which the Consolidated Businesses have an ownership interest (the date any such event shall occur being the “PREPAYMENT DATE”), the Borrower shall prepay the Loans in their entirety as if the Prepayment Date were the Maturity Date, and the Commitment shall be terminated as of the Prepayment Date, without further notice to the Borrower. In the event of a required prepayment in accordance with this clause (e), the Borrower shall on the Prepayment Date make such prepayment together with the interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the Issuing Bank. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 2.14 hereof. Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this clause (e) may not be reborrowed.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.13 and all amounts, if any, payable pursuant to Section 2.16. Any portion of the Term Loan that is prepaid may not be reborrowed.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay prepay, without penalty or premium (subject to Section 2.16), any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section. (b) On the third Business Day following the receipt by the Borrower or any of its Subsidiaries of the Proceeds of any bond issuance, note issuance or other capital markets debt incurrence, (a) the Revolving Commitments shall be permanently reduced (ratably among the Lenders) by the amount of the Proceeds (to the extent of the amount of the Revolving Commitments) and (b) the Borrower shall repay all outstanding Revolving Loans to the extent aggregating an amount less than or equal to the amount of the Proceeds. (c) The Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment confirmed by facsimile or electronic transmission of a Swingline Loan, the Swingline Lender.pdf copy) by telephone or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.09(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.09(c). Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.13(d).

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without penalty or premium (except as provided in the second succeeding sentence of this Section 2.11(a) and Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section. Optional prepayments of the Term Loans shall be applied to the principal installments thereon as directed by the Borrower. All prepayments of Term Loans from the proceeds of a concurrent incurrence of Indebtedness by the Borrower effected (i) on or prior to April 30, 2016 shall be accompanied by a fee payable to the Term Lenders in an amount equal to 2.00% of the aggregate principal amount of the Term Loans so prepaid and (ii) after April 30, 2016 but on or prior to April 30, 2017 shall be accompanied by a fee payable to the Term Lenders in an amount equal to 1.00% of the aggregate principal amount of the Term Loans so prepaid; provided that, notwithstanding the foregoing, in the event that the Refinancing is not consummated on or prior the Refinancing Date, all such prepayments shall be accompanied by a fee payable to the Term Lenders in an amount equal to 2.00% of the aggregate principal amount of the Term Loans so prepaid, which fee will increase by 0.50% on each 90 day anniversary of the Refinancing Date. Such fee shall be paid by the Borrower to the Administrative Agent, for the account of the Term Lenders, on the date of such prepayment. (ba) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or in writing electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of prepayment a particular event specified in such notice or other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Notwithstanding anything to the contrary contained herein, no proceeds of Revolving Loans, directly or indirectly, may be used to make any prepayment pursuant to Section 2.11(a). (b) The Credit Parties and their Subsidiaries shall make mandatory prepayment of the Loans in amounts equal to the following: (i) not later than the thirtieth Business Day following the receipt thereof by the Parent, the Borrower or any Subsidiary, 100% of the aggregate Net Available Proceeds realized upon all Asset Dispositions and Asset Swaps (other than (x) Asset Dispositions or Assets Swaps permitted by Section 6.03 (other than Sections 6.03(c)(iii), 6.03(c)(iv) or 6.03(c)(viii) (unless required pursuant to the second proviso set forth therein)) and (y) Asset Dispositions or Asset Swaps yielding Net Available Proceeds of less than $500,000 in any such Asset Disposition or Asset Swap or series of related Asset Dispositions or related Asset Swaps; provided that the aggregate amount of Net Available Proceeds excluded pursuant to the operation of this clause (y) shall not exceed $1,000,000); (ii) not later than the tenth Business Day following the receipt thereof by the Parent, the Borrower or any Subsidiary, 100% of the Net Available Proceeds realized upon the incurrence by Parent, the Borrower or any Subsidiary of any Indebtedness for borrowed money other than Indebtedness permitted under Section 6.01 (excluding Credit Agreement Refinancing Indebtedness), and other than Net Available Proceeds utilized in connection with the refinancing and/or redemption of the Parent Preferred Stock; (iii) not later than the tenth Business Day following the receipt thereof by the Parent, the Borrower or any Subsidiary, 100% of the aggregate Net Available Proceeds realized in connection with any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any such Person (any of the foregoing, a “Recovery Event”); provided that if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Parent, the Borrower or its Subsidiaries, as applicable, intend to apply the Net Available Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Available Proceeds, to repair or replace any such property or assets to be used in the business of the Credit Parties, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Available Proceeds specified in such certificate; provided, however that to the extent of any such Net Available Proceeds therefrom that have not been so applied by the end of such 365 day period, at which time a prepayment shall be required in an amount equal to such Net Available Proceeds that have not been so applied; and (iv) commencing with the Fiscal Year ending February 28, 2015, on the date that is ten days after the earlier of (a) the date on which the Parent’s and Borrower’s annual audited financial statements for the immediately preceding Fiscal Year are delivered pursuant to Section 5.01 and (b) the date on which such annual audited financial statements were required to be delivered pursuant to Section 5.01, an amount equal to (x) the ECF Percentage of Consolidated Excess Cash Flow for the immediately preceding Fiscal Year minus (y) prepayments of Revolving Loans and Swingline Loans during such Fiscal Year solely to the extent accompanying permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such Fiscal Year (provided that with respect to any prepayment of Term Loans pursuant to Section 2.23, the amount deducted pursuant to this clause (y) shall be the discounted amount of such prepayment). Each Consolidated Excess Cash Flow prepayment shall be accompanied by a certificate (an “Excess Cash Flow Certificate”) signed by a Financial Officer certifying the manner in which Consolidated Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to the Required Lenders (it being understood and agreed that the form of any Excess Cash Flow Certificate delivered by the Borrower prior to the Fourth Amendment Effective Date shall be reasonably satisfactory to the Required Lenders). (c) [Reserved]. (d) Mandatory prepayments of the Loans pursuant to clause (c) above shall be accompanied by the payment of accrued interest on the principal amount repaid and the payment of any amounts due and payable pursuant to Section 2.16 in connection with such prepayment and shall be applied first to prepay any protective advances or overadvances that may be outstanding, to the extent permitted under the Credit Documents, second to the first eight scheduled installments of principal of the Term Loans payable in direct order of maturity and third pro rata to all remaining installments thereof. (e) Notwithstanding any other provisions of Section 2.11, to the extent any or all of the Net Available Proceeds of any Asset Disposition or Asset Swap by a Foreign Subsidiary, the Net Available Proceeds of any Recovery Event received by a Foreign Subsidiary or Consolidated Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Available Proceeds or Consolidated Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Available Proceeds or Consolidated Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Available Proceeds or Consolidated Excess Cash Flow will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to Section 2.11. (f) Notwithstanding the foregoing, any Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one (1) Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to this Section 2.11 (other than an optional prepayment pursuant to Section 2.11(a), which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Term Loans but was so declined shall be retained by the Borrower.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this SectionSection 2.11, without any penalty or premium except, in the case of prepayments of the Term B Loan, subject to compliance with Section 2.12(c). (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or in writing electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time (or in the case of a Swingline Foreign Currency Loan, 12:00 noon, London time, on the date of prepayment). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.09, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments , shall be accompanied by accrued interest to the extent required by Section 2.132.13 and any amounts required by Section 2.16, and shall be applied first, to any ABR Borrowings comprising all or a part of the Class being prepaid and second, if (or once) no ABR Borrowings of such Class remain outstanding, to outstanding Eurocurrency Borrowings of such Class with the shortest Interest Periods remaining. (c) If on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Prepayment Event following the Closing Date, the Borrower shall (subject to the following sentence, including the provisos thereto), within ten Business Days after such Net Proceeds are received, prepay Term B Borrowings in the manner set forth in Section 2.10(b). The prepayments required pursuant to this Section 2.11(c) shall be made in each case in an aggregate amount equal to the Applicable Prepayment Percentage of the amount of such Net Proceeds, provided that in the case of any such event described in clause (a) or (b) of the definition of the term “Prepayment Event,” if any Borrower or any Restricted Subsidiary applies (or commits to apply) an amount equal to the Net Proceeds from such event (or a portion thereof) within twelve months after receipt of such Net Proceeds and at a time when no Event of Default has occurred and is continuing to pay all or a portion of the purchase price in connection with a Permitted Acquisition or to acquire, restore, replace, rebuild, develop, maintain or upgrade real property, equipment or other tangible assets useful or to be used in the business of the Borrower and the Restricted Subsidiaries, provided that, in each case, the Borrower has delivered to the Administrative Agent within ten days after such Net Proceeds are received a certificate of a Financial Officer stating its intention to do so and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph (c) in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of an amount equal to any such Net Proceeds therefrom that have not been so applied (or committed to be so applied) by the end of such twelve-month period (or if committed to be so applied within such twelve-month period, have not been so applied within 18 months after receipt). The Borrower shall provide to the Administrative Agent any such evidence reasonably requested by the Administrative Agent with respect to any commitment of any Borrower or any Restricted Subsidiary to apply an amount equal to Net Proceeds in accordance with this Section 2.11(c). (d) Following the end of each fiscal year of Borrower (commencing with the fiscal year ending December 31, 2019), the Borrower shall prepay the Term B Borrowings in an aggregate amount equal to (i) Excess Cash Flow for such fiscal year multiplied by the Applicable Prepayment Percentage, less (ii) the amount of optional prepayments of principal under the Term B Loans made during such fiscal year, less (iii) less the amount of optional prepayments of principal under the Revolving Loans (to the extent accompanied by a corresponding permanent reduction of Revolving Commitments) made during such fiscal year, less (iv) the amount of any optional or mandatory payments of the Senior Notes made during such fiscal year, in each case except to the extent such prepayments are financed with the proceeds of long-term Indebtedness. Each prepayment pursuant to this paragraph (d) shall be made before the date that is ten Business Days after the date on which financial statements are delivered (or, if earlier, required to be delivered) pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated. (e) Notwithstanding the foregoing, any Lender holding a Term B Loan may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Term B Loan pursuant to this Section 2.11 (other than an optional prepayment pursuant to paragraph (a) of this Section 2.11 or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds”. (f) Prior to any optional prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (b) of this Section 2.11. (g) Notwithstanding any other provisions of this Section 2.11, (i) to the extent that any or all of the Net Proceeds of any Prepayment Event by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Borrower to be attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary duties of directors and managers of Foreign Subsidiaries) from being repatriated to the United States or distributed to a Domestic Credit Party, an amount equal to the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable local law delays or will not permit repatriation thereof to the United States or distribution to a Domestic Credit Party (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by applicable law to effect such repatriation), and once such repatriation or distribution to the United States of any of such affected Net Proceeds or Excess Cash Flow is permitted under applicable local law, such repatriation or distribution to the United States will be promptly effected and an amount equal to such repatriated or distributed Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than three Business Days, or such later date as is acceptable to the Administrative Agent, after such repatriation or distribution) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans to the extent otherwise required under this Section 2.11, (ii) to the extent that the Borrower has determined in good faith that repatriation to the United States of any of or all the Net Proceeds of any disposition by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Borrower to be attributable to Foreign Subsidiaries or distributable to a Domestic Credit Party could reasonably be expected to cause material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) to the Borrower or any of its Restricted Subsidiaries, an amount equal to such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary unless and until such material adverse tax consequences would no longer result from such repatriation or distribution and (iii) to the extent that any or all of the Net Proceeds of any Prepayment Event or Excess Cash Flow estimated in good faith by the Borrower to be attributable to non-Wholly-Owned Restricted Subsidiaries are prohibited or delayed by organizational (or constitutional) document restrictions to the extent not created in contemplation of such prepayments from being passed on to or used for the benefit of the Borrower, an amount equal to the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.11 but may be retained by the applicable non-Wholly-Owned Restricted Subsidiary so long, but only so long, as the organizational (or constitutional) documents of such non-Wholly Owned Restricted Subsidiary delays or will not permit funding such prepayment (the Borrower hereby agreeing to cause the applicable non-Wholly-Owned Restricted Subsidiary to use commercially reasonable efforts in compliance with its organizational (or constitutional) documents to effect such prepayment), and once such prepayment of any of such affected Net Proceeds or Excess Cash Flow is permitted under the non-Wholly-Owned Restricted Subsidiaries organizational (or constitutional) documents, such prepayment of the Loans to the extent otherwise required under this Section 2.11 will be promptly effected (and in any event not later than three Business Days, or such later date as is acceptable to the Administrative Agent, after such organizational (or constitutional) restrictions are removed). For the avoidance of doubt, but without limiting the Borrower’s obligations under this Section 2.11, in no circumstance shall this Section 2.11 require any Foreign Subsidiary to make any dividend of or otherwise repatriate for the benefit of the Borrower any portion of any Net Proceeds received by such Foreign Subsidiary or Excess Cash Flow attributable to any such Foreign Subsidiary.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing to be prepaid and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, (A) if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to a Revolving BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing (other than a Borrowing by way of Bankers' Acceptances) in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The With respect to prepayments of US Revolving Loans and Additional US Revolving Loans, the applicable US Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any such prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingEurocurrency Loans, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving BorrowingLoans, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. With respect to prepayments of UK Revolving Loans, the UK Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of such prepayment not later than 11:00 a.m., London time, three Business Days before the date of prepayment. With respect to prepayments of C$ Prime Rate Loans, the Canadian Borrower shall notify the Canadian Administrative Agent by telephone (confirmed by telecopy) of such prepayment not later than 11:00 a.m., Toronto time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments under a Facility as contemplated by Section 2.092.11, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.11. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing under the same Facility of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.15.

Prepayment of Loans. (a) The Upon prior notice in accordance with paragraph (c) of this Section, the Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty (but subject to prior notice in accordance with paragraph (b) of this SectionSection 2.16). (b) Except for Protective Advances permitted under Section 2.04, in the event and on each Business Day on which the total Revolving Exposure exceeds the lesser of (i) the aggregate Commitments and (ii) the Borrowing Base, the Borrower shall prepay the Revolving Loans or Swingline Loans and/or reduce LC Exposure, in an aggregate amount equal to such excess by taking any of the following actions as it shall determine at its sole discretion: (1) prepayment of Revolving Loans or Swingline Loans or (2) deposit of cash in the LC Collateral Account. (c) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar LIBOR Rate Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 10:00 a.m., Chicago New York City time, on the date day of prepayment prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 (noon), Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (bc) of this Section. (b) If at any time, the sum of the aggregate principal amount of the Revolving Credit Exposure exceeds the aggregate Revolving Commitments, the Borrower shall in each case within three (3) Business Days following the written demand of the Administrative Agent therefor at the Borrower’s option repay Borrowings or cash collateralize the LC Exposure in an account with the Administrative Agent pursuant to Section 2.05(j), as applicable, in an aggregate principal amount sufficient to cause the sum of the aggregate principal amount of the Revolving Credit Exposures to be less than or equal to the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or in writing electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m.12:00 noon, Chicago New York City time, on three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an RFR Borrowing and an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, New York City time on the date of prepaymentprepayment (or such shorter times as the Administrative Agent may agree in its sole discretion). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12 and all amounts, if any, payable pursuant to Section 2.15. Any portion of the Term Loan that is prepaid may not be reborrowed.

Prepayment of Loans. (a) The Subject to any breakage funding costs payable pursuant to Section 2.16, the Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in partpart without premium or penalty, provided that each prepayment is in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, or if such amount is lesser, the outstanding amount of the Borrowing, and made subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or in writing electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar EurodollarSOFR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, Chicago New York City time, on three U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date of prepayment prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago noon New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this SectionSection 2.11, without any penalty or premium. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing of any prepayment (confirmed by telecopy or electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent and, if relevant, the respective Swingline Lenders) hereunder (i) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR RFR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time five Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on one Business Day before the date of prepayment or (iiiiv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.09, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments , shall be accompanied by accrued interest to the extent required by Section 2.132.13 and any amounts required by Section 2.16, and shall be applied first, to any ABR Borrowings comprising all or a part of the Class being prepaid and second, if (or once) no ABR Borrowings of such Class remain outstanding, to outstanding Term Benchmark Borrowings of such Class with the shortest Interest Periods remaining. (c) If on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Prepayment Event following the Closing Date, the Borrower shall (subject to the following sentence, including the provisos thereto), within ten Business Days after such Net Proceeds are received, prepay Term Loans in the manner set forth in Section 2.10(c). The prepayments required pursuant to this Section 2.11(c) shall be made in each case in an aggregate amount equal to the Applicable Prepayment Percentage of the amount of such Net Proceeds; provided that (x) the Borrower may use a portion of such Net Proceeds to prepay or repurchase Other First Lien Secured Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Other First Lien Secured Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Other First Lien Secured Indebtedness and the denominator of which is the sum of the outstanding principal amount of such Other First Lien Secured Indebtedness and the outstanding principal amount of Term Loans (provided that, in the event any prepayment or repurchase amount is declined by holders of such Other First Lien Secured Indebtedness (the declined amount, the “Declined Amount”), the Borrower or applicable Restricted Subsidiary shall be required to prepay Term Loan Borrowings in an amount equal to such Declined Amount as if the Declined Amount were Net Proceeds received on the final date by which such declining holders were required to give notice of their Declined Amount), (y) in the case of any such event described in clause (a) or (b) of the definition of the term “Prepayment Event,” if any Borrower or any Restricted Subsidiary applies (or commits to apply) an amount equal to the Net Proceeds from such event (or a portion thereof) within twelve months after receipt of such Net Proceeds and at a time when no Event of Default has occurred and is continuing to pay all or a portion of the purchase price in connection with a Permitted Acquisition or to acquire, restore, replace, rebuild, develop, maintain or upgrade real property, equipment or other tangible assets useful or to be used in the business of the Borrower and the Restricted Subsidiaries; provided that, in each case, the Borrower has delivered to the Administrative Agent within ten days after such Net Proceeds are received a certificate of a Financial Officer stating its intention to do so and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph (c) in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of an amount equal to any such Net Proceeds therefrom that have not been so applied (or committed to be so applied) by the end of such twelve-month period (or if committed to be so applied within such twelve-month period, have not been so applied within 18 months after receipt) and (z) in the case of any incurrence of Receivables Indebtedness described in clause (c) of the definition of the term “Prepayment Event,” no prepayment shall be required pursuant to this paragraph (c) in excess of $150,000,000 in the aggregate. The Borrower shall provide to the Administrative Agent any such evidence reasonably requested by the Administrative Agent with respect to any commitment described in Section 2.11(c)(x) of any Borrower or any Restricted Subsidiary to apply an amount equal to Net Proceeds in accordance with this Section 2.11(c). (d) Following the end of each Excess Cash Flow Period, the Borrower shall prepay the Term Loans in an aggregate amount equal to (i) Excess Cash Flow for such Excess Cash Flow Period multiplied by the ECF Percentage, less (ii) the amount of optional prepayments of principal under the Term Loans, less (iii) the amount of optional prepayments of principal under the Revolving Loans (to the extent accompanied by a corresponding permanent reduction of Revolving Commitments), less (iv) the amount of any optional prepayments of Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness and any other Indebtedness permitted under Section 6.01, in each case under this sub-clause (iv), to the extent such Indebtedness is secured by a Lien on the Collateral that is pari passu (but without control of remedies) with the Liens securing the Initial Loans (and, if such Indebtedness is in the form of revolving loans, accompanied by a permanent reduction of commitments), in the case of sub-clauses (i), (ii) and (iii), (x) made during such fiscal year or, at the Borrower’s election, after the end of such fiscal year and prior to the time such prepayment pursuant to this paragraph (d) is due (it being understood that such amounts shall not be deducted from more than one Excess Cash Flow Period) and (y) except to the extent such prepayments are financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) or proceeds of equity issuances; provided that the Borrower may use a portion of such prepayment amount to prepay or repurchase Other First Lien Secured Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Other First Lien Secured Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such prepayment amount and (y) a fraction, the numerator of which is the outstanding principal amount of such Other First Lien Secured Indebtedness and the denominator of which is the sum of the outstanding principal amount of such Other First Lien Secured Indebtedness and the outstanding principal amount of Term Loans (provided that if there is any Declined Amount in respect of such Other First Lien Secured Indebtedness, the Borrower or applicable Restricted Subsidiary shall be required to prepay Term Loan Borrowings in an amount equal to such Declined Amount within ten Business Days of the final date by which such declining holders were required to give notice of their Declined Amount). Each prepayment pursuant to this paragraph (d) (other than any prepayment pursuant to the proviso above) shall be made before the date that is ten Business Days after the date on which financial statements are delivered (or, if earlier, required to be delivered) pursuant to Section 5.01(a) with respect to the Excess Cash Flow Period for which Excess Cash Flow is being calculated. (e) Notwithstanding the foregoing, any Lender holding a Term Loan may elect, by written notice to the Administrative Agent at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Term Loan pursuant to this Section 2.11 (other than an optional prepayment pursuant to paragraph (a) of this Section 2.11 or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds”. (f) Prior to any optional prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (b) of this Section 2.11. (g) Notwithstanding any other provisions of this Section 2.11, (i) to the extent that any or all of the Net Proceeds of any Prepayment Event by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Borrower to be attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary duties of directors and managers of Foreign Subsidiaries) from being repatriated to the United States or distributed to a Credit Party, an amount equal to the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable local law delays or will not permit repatriation thereof to the United States or distribution to a Credit Party (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by applicable law to effect such repatriation), and once such repatriation or distribution to the United States of any of such affected Net Proceeds or Excess Cash Flow is permitted under applicable local law, such repatriation or distribution to the United States will be promptly effected and an amount equal to such repatriated or distributed Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than three Business Days, or such later date as is acceptable to the Administrative Agent, after such repatriation or distribution) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans to the extent otherwise required under this Section 2.11, (ii) to the extent that the Borrower has determined in good faith that repatriation to the United States of any of or all the Net Proceeds of any disposition by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Borrower to be attributable to Foreign Subsidiaries or distributable to a Credit Party could reasonably be expected to cause material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) to the Borrower or any of its Restricted Subsidiaries, an amount equal to such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary unless and until such material adverse tax consequences would no longer result from such repatriation or distribution and (iii) to the extent that any or all of the Net Proceeds of any Prepayment Event or Excess Cash Flow estimated in good faith by the Borrower to be attributable to non-Wholly-Owned Restricted Subsidiaries are prohibited or delayed by organizational (or constitutional) document restrictions to the extent not created in contemplation of such prepayments from being passed on to or used for the benefit of the Borrower, an amount equal to the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.11 but may be retained by the applicable non-Wholly-Owned Restricted Subsidiary so long, but only so long, as the organizational (or constitutional) documents of such non-Wholly-Owned Restricted Subsidiary delays or will not permit funding such prepayment (the Borrower hereby agreeing to cause the applicable non-Wholly-Owned Restricted Subsidiary to use commercially reasonable efforts in compliance with its organizational (or constitutional) documents to effect such prepayment), and once such prepayment of any of such affected Net Proceeds or Excess Cash Flow is permitted under the non-Wholly-Owned Restricted Subsidiaries organizational (or constitutional) documents, such prepayment of the Loans to the extent otherwise required under this Section 2.11 will be promptly effected (and in any event not later than three Business Days, or such later date as is acceptable to the Administrative Agent, after such organizational (or constitutional) restrictions are removed). For the avoidance of doubt, but without limiting the Borrower’s obligations under this Section 2.11, in no circumstance shall this Section 2.11 require any Foreign Subsidiary to make any dividend of or otherwise repatriate for the benefit of the Borrower any portion of any Net Proceeds received by such Foreign Subsidiary or Excess Cash Flow attributable to any such Foreign Subsidiary.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay prepay, without premium or penalty (but subject to Section 2.16), any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. Any Term Loan Borrowing that is prepaid may not be reborrowed. The Borrower may prepay any Class of Loans without prepaying Loans (or terminating the Commitments) of the other Class. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) or in writing e-mail of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on two Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably first to the ABR Loans included in the prepaid BorrowingBorrowing unless otherwise specified by the Borrower. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. (b) If at any time, (i) other than as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment or (ii) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Aggregate Commitment, the Borrower shall in each case immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the Aggregate Commitment.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in partpart without premium or penalty, subject to prior notice in accordance -55- with paragraph (be) of this SectionSection and, if applicable, payment of any break funding expenses under Section 2.17. (b) The In the event and on such occasion that the Aggregate Revolving Credit Exposure exceeds the Aggregate Commitments, Borrower shall prepay the Revolving Loans, and/or LC Exposure (or, if no such Borrowings are outstanding, deposit cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.06(j)). (c) All prepayments pursuant to this Section 2.12 will be deemed to be, first, a prepayment of the Working Capital Sub-Facility. (d) All prepayments required to be made pursuant to Section 2.12 shall be applied, first without a corresponding reduction in the Commitments and second to cash collateralize outstanding LC Exposure. (e) Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by fax) or in writing through Electronic System, if arrangements for doing so have been approved by the Agent, of any prepayment hereunder under this Section: (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 10:00 a.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 10:00 a.m., Chicago New York City time, on the date of prepayment or one (iii1) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.14 and (ii) break funding payments pursuant to Section 2.17.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior the requirements of this Section. Each prepayment of an Advance Loan shall be in an amount equal to the lesser of the entire unpaid principal balance of the Advance Loans or an integral multiple of $100,000. Each prepayment of an Advance Loan shall require at least three (3) Business Days’ advance written notice in accordance with paragraph to the Administrative Agent and such notice shall be deemed to satisfy the notice required pursuant to Section 2.10(e) of this Agreement. (b) In the event and on such occasion that the sum of the Revolving Exposures exceeds the lesser of (x) the total Revolving Commitments or (y) the then current Borrowing Base, the Borrower shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.04(j)) in an aggregate amount equal to such excess. (c) Any prepayment of an Advance Loan Borrowing shall be applied to reduce all of the subsequent scheduled repayments of the Advance Loan Borrowings in inverse order of their maturity. (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to this Section. (be) The Borrower shall notify the Administrative Agent by email or telephone (and, in the case of prepayment of a Swingline Loan, the Swingline Lenderconfirmed by telecopy) by telephone or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago Houston, Texas time, on the date of prepayment, one (ii1) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.092.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.07. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment , except as necessary to apply fully the required amount of a Revolving Borrowing shall be applied ratably mandatory prepayment. (f) All Swap Agreements and agreements governing Banking Services between Borrower and any Lender (or any Affiliate of a Lender) are independent agreements governed by the written provisions of said Swap Agreements and said agreements governing Banking Services, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of the Obligations, except as otherwise expressly provided in said Swap Agreements and said agreements governing Banking Services, and any payoff statement relating to the Loans included Obligations shall not apply to said Swap Agreements or agreements governing Banking Services except as otherwise expressly provided in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13such payoff statement.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (bc) of this SectionSection and, if applicable, payment of any break funding expenses under Section 2.16. (b) Except for Protective Advances and Overadvances permitted under Sections 2.04 and 2.05, if at any time the Borrowers are not in compliance with the Revolving Exposure Limitations, the Borrowers shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate amount equal to such excess. (c) The Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) or in writing through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder not later than 10:00 a.m., Chicago time, (iA) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., Chicago time, on three (3) Business Days before the date of prepayment, (iiB) in the case of prepayment of an RFR Borrowing, five (5) Business Days before the date of prepayment or (C) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.13 and amounts due under Section 2.16.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this SectionSection 2.10(b). (b) The If the sum of the Dollar Equivalent of the total Credit Exposure exceeds the total Commitments at any time, Borrower shall prepay, or cause to be prepaid, any Loans outstanding in an aggregate principal amount equal to such excess which payment shall be made to the Administrative Agent for the ratable benefit of each Lender within ten (10) days of Borrower receiving notice from Administrative Agent that such payment is due; provided that, if after prepaying all of such Loans the Dollar Equivalent of the total Credit Exposure continues to exceed the total Commitments, Borrower shall deposit cash collateral with the Administrative Agent in the amount of such excess and in the manner set forth in Section 2.4(i) except such deposit will be made within five (5) days after Borrower’s receipt of notice from the Administrative Agent that Borrower is required to make such deposit. (c) Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or in writing electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving LIBOR Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12 and compensation for break funding, to the extent required by Section 2.15.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy or in writing electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Dollar Loan, not later than 12:00 noon4:00 p.m., Chicago New York City time, and in the case of prepayment of a Swingline Foreign Currency Loan, not later than 2:00 p.m., London time, in each case on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, part (subject to the requirements of this Section and Section 2.17) in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, upon prior notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile or other electronic transmission (including “.pdf” or “.tif”)) (x) in accordance with paragraph the case of an ABR Loan, not later than 10:00 a.m., New York City time, on the Business Day of prepayment, (by) in the case of Eurocurrency Loans denominated in Dollars or Euro, not later than 2:00 p.m., New York City time, three (3) Business Days prior to the date of prepayment and (z) in the case of a Eurocurrency Revolving Loan denominated in an Alternate Currency (other than Euro), not less than four (4) Business Days prior to the date of prepayment, which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Facilities. Each such notice shall be signed by a Responsible Officer of the Dutch Borrower and shall specify the date and amount of such prepayment and the Class(es) and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. Each optional prepayment of any Loan pursuant to this SectionSection 2.12(a) shall be made without premium or penalty except that if any Repricing Event occurs prior to the date occurring six months after the Amendment Effective Date, the Borrowers jointly and severally agree to pay to the Administrative Agent, for the ratable account of each Term Lender with Initial Term Loans that are subject to such Repricing Event (including any Term Lender which is replaced pursuant to Section 2.20 as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of the Initial Term Loans subject to such Repricing Event. (b) The Borrowers shall apply (1) all Net Proceeds (other than Net Proceeds of the kind described in the following clause (2)) within five (5) Business Days after receipt thereof to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.11 and (2) all Net Proceeds from any issuance or incurrence of Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any Net Proceeds), no later than three (3) Business Days after the date on which such Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments are issued or incurred, to prepay Term Loans and/or Revolving Facility Commitments in accordance with Section 2.23 and the definition of “Refinancing Notes” (as applicable). (c) Not later than five (5) Business Days after the date on which the annual financial statements are delivered under Section 5.04(a) with respect to each Excess Cash Flow Period, the Borrowers shall calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply an amount equal to (i) the Required Percentage of such Excess Cash Flow, minus (ii) the sum of (A) the amount of any voluntary prepayments of principal of Term Loans and the Second Lien Obligations made with the proceeds of internally generated cash during such Excess Cash Flow Period (in each case, excluding prepayments made with the proceeds of any Indebtedness (other than the Indebtedness consisting of the Initial Term B-2 Loans and the Initial 2015 Euro Term Loans), issuances of Equity Interests, Net Proceeds, the Cumulative Credit (in the case of the Cumulative Retained Excess Cash Flow Amount, only to the extent attributable to a time prior to such Excess Cash Flow Period) or Excluded Contributions) and Transaction Costs incurred in connection with the Transactions, and (B) the amount of any permanent voluntary reductions during such Excess Cash Flow Period of Revolving Facility Commitments to the extent that an equal amount of Revolving Facility Loans was simultaneously repaid, to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.11. Not later than the date on which the payment is required to be made pursuant to the foregoing sentence for each applicable Excess Cash Flow Period, the Borrowers will deliver to the Administrative Agent a certificate signed by a Financial Officer of the Dutch Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail. (d) Anything contained herein to the contrary notwithstanding, in the event the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not later than 1:00 p.m., New York City time, three (3) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrowers elect (or are otherwise required) to make such Waivable Mandatory Prepayment, the Dutch Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Agent of its election to do so not later than 1:00 p.m., New York City time, the second Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment less the amount of the Declined Proceeds, which amount shall be applied by the Administrative Agent to prepay the Term Loans of those Lenders that have elected to accept such Waivable Mandatory Prepayment (and, which prepayment shall be applied to the scheduled installments of principal of the Term Loans in the case applicable Class(es) of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Term Loans in accordance with paragraphs (c) and (d) of Section 2.092.11). Promptly following receipt The portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option and decline such Waivable Mandatory Prepayment (such declined amounts, the “Declined Proceeds”) shall be applied as required under the Second Lien Credit Agreement, or if such agreement or Permitted Refinancing Indebtedness in respect thereof is no longer outstanding, such amounts may be retained by the Borrowers and used for any purpose not prohibited by this Agreement. (e) In the event that the aggregate amount of Revolving Facility Credit Exposure of any Class exceeds the total Revolving Facility Commitments of such notice relating Class (other than solely as a result of changes in currency exchange rates), the Borrowers shall prepay Revolving Facility Borrowings of such Class (or, if no such Borrowings are outstanding, provide Cash Collateral in respect of outstanding Letters of Credit pursuant to Section 2.05(g)) in an aggregate amount equal to such excess. (f) If solely as a result of changes in currency exchange rates, on any Revaluation Date, the Dollar Equivalent of the total Revolving BorrowingFacility Credit Exposure of any Class exceeds the total Revolving Facility Commitments of such Class, the Borrowers shall, at the request of the Administrative Agent (provided, that such a request shall advise be deemed to have been made if the Lenders Dollar Equivalent of the contents thereof. Each partial prepayment total Revolving Facility Credit Exposure of the respective Class is more than 105% of the total Revolving Facility Commitments of such Class (on any Revaluation Date), within 5 days of such Revaluation Date (A) prepay Revolving Borrowing shall be Facility Borrowings or (B) provide Cash Collateral pursuant to Section 2.05(g), in an aggregate amount such that would be permitted in the case of an advance of a Revolving Borrowing of applicable exposure does not exceed the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13applicable commitment set forth above.

Prepayment of Loans. (a) The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) the requirements of this Section. (b) The Borrower Company shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (promptly confirmed in writing) or in writing of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term SOFR Borrowing, not later than 11:00 a.m.12:00 p.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 p.m., Chicago New York City time, on the date of prepayment or and (iii) if applicable pursuant to Section 2.11, in the case of prepayment of a Swingline LoanDaily Simple SOFR Borrowing, not later than 12:00 noonp.m., Chicago New York City time, on five Business Days before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.02 (or, if less, the outstanding principal amount of the Loans). Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.10.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay prepay, without premium or penalty, any Borrowing Loan or any Borrowing, in whole or in part, subject to prior the requirements of this Section and subject to Section 2.14. (b) In the event and on such occasion that the sum of the Exposures exceeds the total Commitments, the Borrower shall at once prepay Borrowings or Swing Loans (or, if no Borrowings or Swing Loans are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.4(j)) in an aggregate amount equal to such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice in accordance with of such prepayment pursuant to paragraph (bd) of this Section. (bd) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR Revolving BorrowingBorrowing or a Swing Loan, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof (or of the Swing Loan) to be prepaid; provided that, if a notice of an optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.7, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.7. Promptly following receipt of any such notice relating to a Revolving BorrowingBorrowing or a Swing Loan, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2, and each prepayment of a Swing Loan shall be in an amount that would be permitted in the case of an advance of a Swing Loan under Section 2.1(b), in each case except as may be necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.11.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone telecopy or in writing electronic mail of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term SOFR Borrowing, not later than 11:00 a.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, (ii) in the case of a prepayment of an ABR Revolving a Eurocurrency Term Rate Borrowing, not later than 11:00 a.m., Chicago New York City time, on four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) before the date of prepayment or prepayment, (iii) in the case of prepayment of a Swingline LoanTerm ▇▇▇▇▇ Borrowing, not later than 12:00 noon11:00 a.m., Chicago New York City time, three (3) Business Days before the date of prepayment and (iv) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each Subject to Sections 2.18 and 2.19, each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.11 and any break funding payments required by Section 2.14. (c) Subject to Section 2.19, if the Administrative Agent notifies the Company at any time that the outstanding amount of all Loans at such time exceeds the Commitments then in effect due to foreign currency fluctuations, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the outstanding Loans as of such date of payment to an amount not to exceed 100% of the Commitments then in effect.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (bSection 2.10(b). Each such prepayment shall be in the amount of $1,000,000 or a higher integral multiple thereof; provided that any prepayment of an ABR Borrowing made pursuant to Section 2.6(e) or of this Sectiona Swingline Borrowing made pursuant to Section 2.5(a) may be in the amount of such Borrowing. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago time, on a.m. three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on a.m. one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, 11:00 a.m. on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or by electronic communication (if arrangements for doing so have been approved by the Administrative Agent, and in writing the case of a prepayment of a Swingline Loan, the Swingline Lender)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., Chicago timeNew York City time (or 2:00 p.m. London, on England time in the case of Loans denominated in an Alternative Currency), three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, New York City time on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the any Commitments as contemplated by Section 2.092.10, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.10. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.14. (c) If on the last day of any fiscal quarter of the Borrower for any reason the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeds the total Dollar Commitments then in effect by more than 5%, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay Revolving Loans and cancel or reduce Letters of Credit, in an aggregate principal amount at least equal to the amount of such excess. (d) If on the last day of any fiscal quarter of the Borrower for any reason the Dollar Amount of the aggregate principal amount of outstanding Euro Revolving Loans exceeds the total Euro Commitments then in effect by more than 5%, the Borrower shall upon learning thereof, or upon request of the Administrative Agent, immediately prepay Euro Revolving Loans in an aggregate principal amount at least equal to the amount of such excess. (e) If on the last day of any fiscal quarter of the Borrower for any reason the Dollar Amount of the aggregate principal amount of outstanding Sterling Revolving Loans exceeds the total Sterling Commitments then in effect by more than 5%, the Borrower shall upon learning thereof, or upon request of the Administrative Agent, immediately prepay Sterling Revolving Loans in an aggregate principal amount at least equal to the amount of such excess. (f) If on the last day of any fiscal quarter of the Borrower for any reason the Dollar Amount of the aggregate principal amount of outstanding Yen Revolving Loans exceeds the total Yen Commitments then in effect by more than 5%, the Borrower shall upon learning thereof, or upon request of the Administrative Agent, immediately prepay Yen Revolving Loans in an aggregate principal amount at least equal to the amount of such excess. (g) The Borrower will implement and maintain internal controls to monitor the Borrowings and repayments, with the object of preventing any request for a Borrowing that would cause conditions specified in the first sentences of Sections 2.1(a), (b) (c) and (d), 2.4(a) and 2.5(a) and the last sentence of Section 2.6(b) not to be satisfied. (h) The Administrative Agent shall calculate the Dollar Amount of any Alternative Currency on the date of each Borrowing of Revolving Loans and on the last Business Day of each calendar quarter and may do so more frequently from time to time in its sole discretion.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior the requirements of this Section and Section 2.14. (b) In the event and on such occasion that the sum of the Exposures exceeds the total Commitments, the Borrower shall prepay Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.08(j)) in an aggregate amount equal to such excess. (c) [intentionally omitted] (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice in accordance with of such prepayment pursuant to paragraph (be) of this Section. (be) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by facsimile transmission) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.06(d). Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.11. (f) [intentionally omitted].

Prepayment of Loans. (a) The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this SectionSection 2.08(b). (b) The Borrower Company shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing of any prepayment hereunder pursuant to this Section 2.08 by delivery of a completed Notice of Loan Prepayment executed by a Responsible Officer of the Company (i) in the case of prepayment of a Eurodollar Revolving Term SOFR Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of a prepayment of an ABR Revolving a Daily Simple SOFR Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loanan ABR Borrowing, not later than 12:00 noon2:00 p.m., Chicago New York City time, on the date of prepayment; provided that if such Notice of Prepayment is delivered through an Approved Borrower Portal, then the forgoing signature requirements may be waived by the Administrative Agent in its sole discretion. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then may state that such notice is conditioned upon the effectiveness of prepayment a specified transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified prepayment date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10 and shall be subject to Section 2.13.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right right, at any time and from time to time time, to prepay any Borrowing in whole or in part; provided that (i) any such prepayment of Swingline Loans shall be in an amount that is an integral multiple of $50,000 and not less than $100,000, subject and (ii) any such prepayment of Revolving Loans shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. Each such prepayment shall be accompanied by a payment of the accrued and unpaid interest on the amount so prepaid to prior notice in accordance the extent required by Section 2.12 together with paragraph (b) of this Section. (b) any amounts payable pursuant to Section 2.15. The Borrower Borrowers shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline LoanLoans, the Swingline Lender) by telephone or in writing (confirmed by facsimile) of any such prepayment hereunder (ix) in the case of a prepayment of a Eurodollar Revolving LIBOR Borrowing, not later than 11:00 a.m., Chicago 10:00 a.m. (New York time, on ) three Business Days before the date of prepayment, (iiy) in the case of a prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago 10:00 a.m. (New York time, on ) one Business Day before the date of prepayment or prepayment, and (iii) in the case of a prepayment of a Swingline LoanLoans, not later than 12:00 noon, Chicago 1:00 p.m. (New York time, ) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each optional prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. (b) In the event the Aggregate Credit Exposure at any time exceeds the lesser of (i) the total Commitments and (ii) the Borrowing Base, the Borrowers shall first prepay the Swingline Loans, second prepay the Revolving Loans and third cash collateralize the outstanding LC Exposure in an aggregate amount equal to such excess. Prepayments In the event that the GMI Exposure at any time exceeds the GMI Sublimit, the Borrowers shall first prepay the Swingline Loans made to GMI, second prepay the Revolving Loans made to GMI and third cash collateralize the outstanding LC Exposure with respect to Letters of Credit requested by GMI in an aggregate amount equal to such excess. In the event that the TAC Exposure at any time exceeds the TAC Sublimit, the Borrowers shall first prepay the Swingline Loans made to TAC, second prepay the Revolving Loans made to TAC and third cash collateralize the outstanding LC Exposure with respect to Letters of Credit requested by TAC in an aggregate amount equal to such excess. In the event that the GSMS Exposure at any time exceeds the GSMS Sublimit, the Borrowers shall first prepay the Swingline Loans made to GSMS, second prepay the Revolving Loans made to GSMS and third cash collateralize the outstanding LC Exposure with respect to Letters of Credit requested by GSMS in an aggregate amount equal to such excess. Each prepayment of Revolving Loans pursuant to this Section 2.10(b) shall be accompanied by accrued interest applied ratably to the extent required by Section 2.13outstanding Revolving Loans of the Lenders.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without penalty or premium (other than break funding payments required by Section 2.16) subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing written notice (which may be transmitted by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent, and, if relevant, the Swingline Lender) of any prepayment hereunder (i) in the case of prepayment of (x) a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., Chicago New York City time, on three (3) Business Days before the date of prepayment or (y) an RFR Borrowing, not later than 11:00 a.m., New York City time, five (5) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) any break funding payments required by Section 2.16. (b) If at any time the Total Revolving Credit Exposures exceed the aggregate Revolving Commitments, the Borrower shall immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate principal amount of the Total Revolving Credit Exposures to be less than or equal to the aggregate Revolving Commitments.

Prepayment of Loans. (a) The Any Borrower shall have the right at any time and from time to time to prepay any Borrowing (including, without limitation, a Term Loan Borrowing) in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The Borrower Companyapplicable Borrower, or the Company on behalf of the Companyapplicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon10:00 a.m., Chicago timeLocal Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of reduction or termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of reduction or termination is revoked in accordance with Section 2.09; provided further that if a notice of prepayment given in connection with the prepayment of a Term Loan Borrowing states that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, then such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing. Each prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing and in such order of application as to the installments due under Section 2.10 as directed by the Company. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. (b) If (i) at any time, other than as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments and (ii) on any Computation Date, solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (as so calculated) exceeds 105% of the aggregate Revolving Commitments, the BorrowerBorrowers shall immediately repay Revolving Borrowings and, if no Revolving Borrowings are then outstanding, cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the aggregate Revolving Commitments.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m.12:00 noon, Chicago timeLocal Time, on three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. (b) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures of any Class (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Commitments of such Class or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding Multicurrency Tranche Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Multicurrency Tranche Revolving Credit Exposures (so calculated) exceeds 105% of the aggregate Multicurrency Tranche Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) of each Class to be less than or equal to the aggregate Commitments of such Class and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice the provisions set forth in accordance with paragraph (b) of this Section. (b) Section 2.12(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) or in writing through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder not later than 10:00 a.m., New York City time,written notice (iA) in the case of prepayment of (x) a Eurodollar Revolving EurodollarTerm Benchmark Borrowing, not later than 11:00 a.m., Chicago New York City time, on three (3) Business Days before the date of prepayment or (y) an RFR Borrowing, not later than 11:00 a.m., New York City time, five (5) Business Days before the date of prepayment, (iiB) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago a.m. New York City time, on the date of prepayment or one (iii1) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment of Term Loans pursuant to this Section 2.12(a) may state that such notice is given conditioned upon the occurrence of one or more events specified therein, in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Revolving Borrowing shall be applied ratably to the Term Loans included in the prepaid BorrowingTerm Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.12(e). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.14, (ii) if applicable, break funding payments pursuant to Section 2.17 and (iii) premium payments to the extent required by Section 2.12(b). (b) In the event that, on or prior to the six-month anniversary of the Effective Date, the Borrower (i) prepays, repays, refinances, substitutes or replaces the Tranche B Term Loans in connection with a Repricing Transaction or (ii) effects any amendment, amendment and restatement, other modification or waiver of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Tranche B Term Lenders, (x) in the case of clause (i), a premium of 1.00% of the aggregate principal amount of such Tranche B Term Loans so prepaid, refinanced, substituted or replaced and (y) in the case of clause (ii), a premium equal to 1.00% of the aggregate principal amount of such Tranche B Term Loans outstanding immediately prior to such amendment, amendment and restatement, other modification or waiver that are subject to an effective pricing reduction. If, on or prior to the six-month anniversary of the Effective Date, any Tranche B Term Lender that is a Non-Consenting Lender is replaced pursuant to Section 9.02(d) in connection with any amendment, amendment and restatement, other modification or waiver of this Agreement resulting in a Repricing Transaction, such Tranche B Term Lender (and not any Person who replaces such Tranche B Term Lender pursuant to Section 9.02(d)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the premiums described in the preceding sentence. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any of its Domestic Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Term Loans as set forth in Section 2.12(f) below in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower or its relevant Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to reinvest in assets used or useful in the business of the Borrower and/or its Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided further that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Subsidiaries shall have entered into an agreement with an unaffiliated third party to acquire such assets with such Net Proceeds), a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied. (d) The Borrower shall prepay the Term Loans on the date that is ten (10) days (or such longer period as the Administrative Agent may agree to in its reasonable discretion) after the earlier of (i) the date on which Borrower’s annual audited financial statements for the immediately preceding fiscal year are delivered pursuant to Section 5.01(a) or (ii) the date on which such annual audited financial statements were required to be delivered pursuant to Section 5.01(a), in an amount equal to (A) the ECF Percentage of the Borrower’s Excess Cash Flow for such immediately preceding fiscal year (with the first such determination of Excess Cash Flow to be based on audited financial statements delivered (or required to be delivered) for the fiscal year ending December 31, 2019) minus (B) the sum of all voluntary prepayments of Term Loans (other than prepayments made with proceeds of other Indebtedness) and amounts actually paid for Term Loans assigned to the Borrower or any of its Subsidiaries pursuant to Section 9.04(e) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (and in each case not deducted in determining any payment required to be made pursuant to this Section 2.12(d) in any prior fiscal year) to the extent such prepayments are funded with internally generated cash and excluding any such prepayment that reduced Excess Cash Flow. As used herein, “ECF Percentage” means (x) fifty percent (50%) if the Total Net Leverage Ratio as of the last day of such period was greater than 3.00 to 1.00, (y) twenty five percent (25%) if the Total Net Leverage Ratio as of the last day of such period was less than or equal to 3.00 to 1.00 but greater than 2.25 to 1.00 and (z) zero percent (0%) if the Total Net Leverage Ratio as of the last day of such period was less than or equal to 2.25 to 1.00. Each Excess Cash Flow prepayment shall be accompanied by a certificate signed by a Financial Officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to Administrative Agent.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section. (b) In the event and on such occasion that the Aggregate Revolving Exposure exceeds the lesser of (i) the Total Revolving Commitment and (ii) the Borrowing Base, the Borrower shall prepay the Revolving Loans and/or Swingline Loans (and/or provide cash collateral for LC Exposure as specified in Section 2.05(j)) in an aggregate amount equal to such excess. (c) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile or in writing e-mail) of any prepayment hereunder not later than (i) 10:00 a.m., New York City time, (A) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago time, on three Business Days before the date of prepayment, or (iiB) in the case of prepayment of an ABR Revolving Borrowing, not later than one Business Day before the date of prepayment or (ii) 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) prepayment, in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12.

Prepayment of Loans. (a) The Borrower shall have may not prepay the right at Loans prior to the first anniversary of the Effective Date. Thereafter the Borrower may any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this SectionSection and payment of any amounts required under Section 2.11; provided that each such partial repayment shall be in an integral multiple of $1,000,000 and not less than $10,000,000. (b) All voluntary prepayments of Loans made on or after the first anniversary of the Effective Date will be accompanied by a prepayment fee equal to (i) 2.00% of the aggregate principal amount of such prepayment, if made prior to the second anniversary of the Effective Date and (ii) 1.00% of the aggregate principal amount of such prepayment, if made on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date. Voluntary prepayments effected on or after the third anniversary of the Effective Date will not be subject to a prepayment fee. Such fee shall be paid by the Borrowers to the Administrative Agent, for the accounts of the Lenders, on the date of such prepayment. (c) The Borrower shall shall, to the extent practicable, notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder under paragraph (a) above (i) in the case of a prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing under paragraph (a) above shall be in an amount that would be permitted in the case of an advance of for a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.08. (d) Each Lender shall have the right to require the Borrower to prepay all, but not part, of its Loans on the third anniversary of the Effective Date for an amount in cash equal to 100% of the principal amount thereof plus accrued interest, if any, to the date of prepayment, pursuant to the procedures set forth in this paragraph. A Lender shall exercise its right to require the Borrower to prepay its Loans pursuant to this paragraph by delivering an irrevocable notice (which shall refer to this Agreement and state that it is a "Notice of Required Prepayment" under this paragraph) to the Borrower and the Administrative Agent not fewer than 60 days and not more than 90 days prior to the third anniversary of the Effective Date. On the third anniversary of the Effective Date, the Borrower shall prepay the Loans of all Lenders from which such notices have been timely received by the transfer to the Administrative Agent, for distribution to the applicable Lenders, of immediately available funds sufficient to prepay the aggregate principal amount of such Loans plus all accrued and unpaid interest thereon.

Prepayment of Loans. (a) The Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago timeLocal Time, on three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans including in the prepaid Term Loan Borrowing in such order of application as directed by Holdings, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with the terms hereof. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. (b) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (calculated as of the most recent Computation Date with respect to each such Credit Event), exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds 105% of the aggregate Revolving Commitments or (B) the Foreign Currency Exposure (calculated as of the most recent Computation Date with respect to each such Credit Event), exceeds 105% of the Foreign Currency Sublimit, the Borrowers shall in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an LC Collateral Account, as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) to be less than or equal to the aggregate Revolving Commitments and (y) the Foreign Currency Exposure (calculated as of the most recent Computation Date with respect to each such Credit Event) to be less than or equal to the Foreign Currency Sublimit, as applicable. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of Holdings or any of its Subsidiaries in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Cash Proceeds are received, prepay the Term Loans as set forth in Section 2.11(e) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if Holdings shall deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that Holdings or its relevant Subsidiaries intend to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Cash Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Holdings and/or its Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds specified in such certificate; provided further that to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such 180 day period, at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. (d) [Intentionally Omitted]. (e) All such amounts pursuant to Section 2.11(c) shall be applied ratably to the Term Loans and shall be applied to reduce the then-remaining installments of the Term Loans on a pro rata basis based upon the remaining principal amounts thereof. (f) Notwithstanding any of the other provisions of paragraph (c) of this Section 2.11, so long as no Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to paragraph (c), the aggregate amount of Net Cash Proceeds required by paragraph (c) to be applied to prepay Term Loans on such date is less than or equal to $2,500,000, the Borrowers may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under paragraph (c) to be applied to prepay Loans exceeds $2,500,000. Upon the occurrence of a Default during any such deferral period, the Borrowers shall promptly prepay the Term Loans in the amount of all Net Cash Proceeds received by the Borrowers and other amounts, as applicable, that are required to be applied to prepay Loans under paragraph (c) (without giving effect to the first and second sentences of this paragraph (f)) but which have not previously been so applied.

Prepayment of Loans. (a) The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) the requirements of this Section. (a) [Reserved]. (b) The Borrower Company shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed, with a copy to the Administrative Agent, by hand delivery or facsimile) or in writing of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term SOFR Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on three Business Days before the date of prepayment, prepayment and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago timeLocal Time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice #96405961v16 shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then that such notice of prepayment may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.02 (or, if less, the outstanding principal amount of the Loans). Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.10.

Prepayment of Loans. (a) The Each Borrower shall have the right at any time and from time to time to prepay any Borrowing selected by it in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) paragraph. The relevant Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago Houston, Texas time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago Houston, Texas time, on the date of prepayment or prepayment, (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago Houston, Texas time, on the date of prepaymentprepayment or (iv) in the case of prepayment of an Alternative Currency Loan, not later than 11:00 a.m. London time, three (3) Business Days before the date of prepayment and shall provide written notice thereof to the Alternative Currency Agent at the same time. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving BorrowingBorrowing (other than a Swingline Loan), the Administrative Agent shall advise the appropriate Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to reduce pro rata all Loans comprising the Loans included in the prepaid Borrowingdesignated Borrowing being prepaid. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12 and any amounts required to be paid under Section 2.15. (b) If at any time, (i) other than as a result of fluctuations in currency exchange rates, the Revolving Credit Exposures (calculated in accordance with Section 1.05 as of the most recent Computation Date) exceed the total Commitments, or (ii) solely as a result of fluctuations in currency exchange rates, the Revolving Credit Exposures (calculated in accordance with Section 1.05 as of the most recent Computation Date) exceed 105% of the total Commitments, the Borrowers shall in each case, within three (3) Business Days after the relevant Computation Date, repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent, as applicable, in an aggregate principal amount sufficient to eliminate such excess condition.

Prepayment of Loans. (a) The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) the requirements of this SectionSection 2.10. (b) If at any time the Total Tranche 1 Credit Exposure exceeds the Total Tranche 1 Commitments, then, the Company shall, without notice or demand, immediately (i) prepay the Tranche 1 Borrowings or Swingline Loans in an aggregate principal amount equal to such excess and (ii) if any excess remains (or would remain) after prepaying all of the Tranche 1 Borrowings and Swingline Loans as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.05(n). (c) The Borrower Company shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by hand delivery or fax) or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving LIBOR Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepaymentprepayment (or such shorter period as may be agreed to by the Administrative Agent in writing), (ii) in the case of prepayment of an ABR Revolving BorrowingBorrowing (other than a Swingline Loan), not later than 11:00 a.m., Chicago New York City time, on the date of prepayment (or such later time as may be agreed to by the Administrative Agent in writing) and (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noonp.m., Chicago New York City time, on the date of prepaymentprepayment (or such later time as may be agreed to by the applicable Swingline Lender and the Administrative Agent in writing). Each such notice shall be irrevocable and shall specify the prepayment date and date, the Borrowing or Borrowings to be prepaid, the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination or reduction of the any Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent) if such notice of termination or reduction is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice (other than a notice relating solely to a Revolving BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.02 (or, if less, the outstanding principal amount of the Loans). Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this SectionSection 2.11(c). (b) The If the sum of the Total Credit Exposure in US Dollars exceeds the total Commitments at any time, Borrower shall prepay, or cause to be prepaid, any Loans outstanding in an aggregate principal amount equal to such excess which payment shall be made to the Administrative Agent for the ratable benefit of each Lender within ten (10) days of Borrower receiving notice from Administrative Agent that such payment is due; provided that, if after prepaying all of such Loans the Total Credit Exposure continues to exceed the total Commitments, Borrower shall deposit cash collateral with the Administrative Agent in the amount of such excess and in the manner set forth in Section 2.5(i) except such deposit will be made within five (5) days after Borrower’s receipt of notice from the Administrative Agent that Borrower is required to make such deposit. (c) Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoanLoans, the Swingline LenderLenders) by telephone (confirmed by telecopy or in writing electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving SOFR Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three (3) U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.13 and compensation for break funding, to the extent required by Section 2.16.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this SectionSection 2.10(b). (b) The If the sum of the total Credit Exposure exceeds the total Commitments at any time, Borrower shall prepay, or cause to be prepaid, any Loans outstanding in an aggregate principal amount equal to such excess which payment shall be made to the Administrative Agent for the ratable benefit of each Lender within ten (10) days of Borrower receiving notice from Administrative Agent that such payment is due; provided that, if after prepaying all of such Loans the total Credit Exposure continues to exceed the total Commitments, Borrower shall deposit cash collateral with the Administrative Agent in the amount of such excess and in the manner set forth in Section 2.4(i) except such deposit will be made within five (5) days after Borrower’s receipt of notice from the Administrative Agent that Borrower is required to make such deposit. (c) Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving LIBOR Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago London time, on three (3) Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12 and compensation for break funding, to the extent required by Section 2.15.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) of this Section. (b) Section 2.10. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing of any prepayment hereunder of a Borrowing under this Section 2.10 (ia) in the case of prepayment of a Eurodollar Revolving Term SOFR Borrowing, not later than 11:00 a.m., Chicago New York City time, on three (3) U.S. Government Securities Business Days before the date of prepayment, (iib) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iiic) in 11:00 a.m., New York City time, five (5) U.S. Government Securities Business Days before the case date of prepayment of a Swingline Loanany Daily Simple SOFR Borrowing (if such Type of Borrowing is applicable pursuant to Section 2.13) (or, not in each case, such later than 12:00 noon, Chicago time, on time as the date of prepaymentAdministrative Agent may agree). Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be repaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Borrower under this Section 2.09, then 2.10 may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or instruments of Indebtedness or other transaction, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent on or prior to the specified prepayment date) if such notice condition is not satisfied. Any prepayment of termination is revoked in accordance with Loans pursuant to this Section 2.092.10 shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be subject to Section 2.15. Promptly following receipt of any such notice relating pursuant to a Revolving BorrowingSection 2.10, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing Borrowings shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower respective Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)) but subject to break funding payments required by Section 2.16, subject to prior notice in accordance with paragraph (b) the provisions of this Section. Section 2.11(a); provided that, prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date thereof; provided, further, that the respective Borrowers may (bin connection with a prepayment of the respective Borrowing) cash collateralize such Bankers’ Acceptance Loans by depositing with the Administrative Agent cash in an amount equal to the full amount payable on the last day of the Interest Period applicable thereto and in so doing the Borrowers shall be deemed to have satisfied their obligations in respect thereof. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingEurocurrency Borrowing or any Borrowing of Bankers’ Acceptance Loans, not later than 11:00 a.m., Chicago timeLocal Time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving BorrowingBorrowing or any Borrowing of Canadian Prime Rate Loans, not later than 11:00 a.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Lux Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(d). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. (b) If at any time, (i) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Multicurrency Tranche Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds 105% of the aggregate Multicurrency Tranche Commitments, (ii) the sum of the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure (calculated as of the most recent Computation Date) exceeds 105% of the aggregate Non-USD Multicurrency Tranche Sublimit or (iii) for any other reason, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures of any Class (so calculated) exceeds the aggregate Commitments of such Class, the Borrowers shall in each case immediately repay the applicable Borrowings or Cash Collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) of each Class to be less than or equal to the aggregate Commitments of such Class (or, in the case of preceding clause (ii), cause the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure to be less than or equal to the Non-USD Multicurrency Tranche Sublimit). (c) In the event and on each occasion that (1) any Net Proceeds are received by or on behalf of the Irish Holdco, any Borrower or any of their respective Restricted Subsidiaries in respect of any Prepayment Event (other than with respect to AMS Asset Sales to the extent set forth in Section 2.11(e) below), the Borrowers shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.11(d)(i) below in an aggregate amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required pursuant to this clause (c) in connection with the receipt by or on behalf of the Parent, the Borrowers or any of their respective Restricted Subsidiaries of Net Proceeds of less than $2,000,000 in respect of any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Parent or any Restricted Subsidiary; provided, further, that in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Irish Holdco or its relevant Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 360 day period (or committed to be applied by the end of the 360 day period and applied within 90 days after the end of such 360 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied and (2) the Irish Holdco or any Borrower incurs, issues or obtains any Credit Agreement Refinancing Indebtedness (other than solely by means of extending or renewing then existing Credit Agreement Refinancing Indebtedness without resulting in any Net Proceeds), the Borrowers shall, on the date on which such Credit Agreement Refinancing Indebtedness is incurred, issued or obtained, prepay the applicable Refinanced Debt as set forth in Section 2.11(d)(ii) below in an aggregate amount equal to 100% of the Net Proceeds of such Credit Agreement Refinancing Indebtedness. Notwithstanding anything to the contrary contained above, for so long as any Existing Senior Notes remain outstanding and the covenant contained in Section 4.10 of any of the Existing Senior Notes Indentures remains in effect, (A) in the case of any Asset Sale (as defined in the Existing Senior Notes Indentures) by Endo or any of its Restricted Subsidiaries, any reinvestment otherwise permitted as provided in the immediately preceding sentence shall be required to be made by Endo or one or more of its Restricted Subsidiaries, and the last proviso to clause (1) of the immediately preceding sentence shall be deemed inapplicable, and (B) if at any time on or prior to September 30, 2016, an amount equal to or greater than the initial aggregate principal amount of the Endo Secured Intercompany Proceeds Loans (but not less than $1,400,000,000) of Net Proceeds from Asset Sales by Endo and its Subsidiaries has been used to repay outstanding principal of Term Loans, up to $500,000,000 of such additional Net Proceeds from such Asset Sales by Endo and its Subsidiaries may, at the option of the Borrowers, be reinvested pursuant to the reinvestment rights described in the second and third provisos to clause (1) of the immediately preceding sentence (for this purpose, with such reinvestment rights not to expire before September 30, 2016) and/or may be used, at the option of the Borrowers, by Endo to offer to repurchase then outstanding Existing Senior Notes in accordance with the requirements of Section 4.10 of the Existing Senior Notes Indentures, or to otherwise repay, redeem or repurchase any Existing Senior Notes in accordance with the terms of such Existing Senior Notes Indentures, with any amounts not so reinvested or used to repurchase, redeem or repay Existing Senior Notes as contemplated above, to be applied as otherwise contemplated by clause (1) of this clause (c) on the later of (x) the last day of the reinvestment period which would otherwise apply pursuant to clause (1) of the immediately preceding sentence or (y) September 30, 2016. (d) Subject to SectionSections 2.11(e) and 2.11(f) below, (i) all such amounts pursuant to Section 2.11(c)(1) shall be applied (x) first, to prepay the scheduled principal payments in respect of each of theon a pro rata basis the outstanding Term A Loans and the Term B Loans due on the next eight Scheduled Principal Repayment Dates on a pro rata basis (based on the amounts owing on each Tranche on the respective Scheduled Principal Repayment Date) in the direct order of maturity and (y) second, to prepay remaining outstanding Term A Loans and Term B Loans on a pro rata basis (with each Tranche to receive its pro rata share of the payments pursuant to this sub-clause (y) based on the relative outstanding principal amounts thereof), with all such prepayments pursuant to this sub-clause (y) to reduce the remaining scheduled principal payments of the respective Tranche on a pro rata basis (based upon the relative remaining amounts thereof) and (ii) all such amounts pursuant to Section 2.11(c)(2) shall be applied to prepay an aggregate principal amount of the applicable Refinanced Debt equal to the Net Proceeds of the applicable Credit Agreement Refinancing Indebtedness (and to the extent the applicable Refinanced Debt is not repaid in full, such Net Proceeds shall reduce the remaining scheduled principal repayments of such Refinanced Debt on a pro rata basis). (e) On and from the date on which the Par Acquisition Incremental Commitments and Loans become effective and the Term B Loans in effect on the Amendment No. 1 Effective Date are paid in full, in the event and on each occasion that any Net Proceeds are received by or on behalf of the Irish Holdco, any Borrower or any of their respective Restricted Subsidiaries in respect of the AMS Asset Sales, the Borrowers shall, within fifteen (15) Business Days after such Net Proceeds are received, prepay any outstanding Par Asset Sale Bridge Loans and no prepayments shall be required or may be made with respect to any other Term Loans with such Net Proceeds until the Par Asset Sale Bridge Loans are repaid in full, at which time Sections 2.11(c) and 2.11(d) shall continue to apply.

Prepayment of Loans. (a) The Upon prior notice in accordance with paragraph (c) of this Section 2.09, the Borrower shall have the right at any time and from time to time to prepay any Revolving Borrowing in whole or in part, part without premium or penalty (but subject to prior notice in accordance with paragraph (b) of this SectionSection 2.14). (b) Except for Protective Advances and Overadvance Loans permitted under Section 2.08, in the event and on each Business Day on which the total Revolving Exposure under the Facility exceeds the Maximum Borrowing Amount under the Facility, the relevant Borrower shall promptly prepay first, any outstanding Swingline Loans under the Facility in an amount equal to such excess Swingline Loans, second, if any excess remains after prepaying all Swingline Loans, any outstanding Revolving Loans under the Facility in an amount equal to any remaining excess and third, if any excess remains after prepaying all Swingline Loans and all Revolving Loans, depositing an amount in cash in an amount equal to any remaining excess in the LC Collateral Account for the Facility. (c) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone facsimile or in writing other electronic communication of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingEurocurrencyTerm SOFR Rate Loan, not later than 11:00 a.m., Chicago timeLocal Time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving BorrowingLoan, not later than 11:00 10:00 a.m., Chicago timeLocal Time, on the date day of prepayment prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon11:00 a.m., Chicago timeLocal Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 2.09, such prepayment shall not be applied to any Loan of a Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The Borrower shall notify the Administrative Agent by written notice (and, in the case promptly followed by telephonic confirmation of prepayment of a Swingline Loan, the Swingline Lendersuch request) by telephone or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago timeLocal Time, on three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. (b) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (so calculated) exceeds 105% of the Aggregate Commitment or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the Aggregate Commitment and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (band in minimum amounts set forth in Section 2.11(b). Any prepayments of Term Loans made pursuant to this Section 2.11(a) shall be applied on a pro rata basis according to the respective outstanding principal amounts of this Sectionall Classes of then outstanding Term Loans. (b) The Borrower shall (i) with respect to a prepayment of Revolving Loans notify the Revolver Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by facsimile) of any such prepayment hereunder (iA) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.12:00 noon, Chicago Charlotte, North Carolina time, on three Business Days before the date of prepayment, (iiB) in the case of prepayment of an ABR Revolving BorrowingBorrowing (other than a Borrowing consisting of Swingline Loans), not later than 11:00 a.m., Chicago Charlotte, North Carolina time, on one Business Day before the date of prepayment or (iiiC) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., Charlotte, North Carolina time, on the date of prepayment and (ii) with respect to a prepayment of Initial Term Loans or Delayed Draw Term Loans, notify the Term Loan Administrative Agent by telephone (confirmed by facsimile) of such prepayment (x) in the case of prepayment of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (y) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or consummation of other financing arrangements, or upon other specified events, in which case such notice may be revoked by the Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a any Revolving Borrowing or Term Loan Borrowing, the applicable Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the applicable Loans included of the Lenders in the prepaid Borrowingaccordance with their respective Applicable Percentages. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.13 and any costs incurred as contemplated by Section 2.16. (c) In the event and on each occasion that the aggregate Revolving Credit Exposures exceed the aggregate Revolving Commitments (including as a result of a determination with respect to the Dollar Equivalent of any Letter of Credit made by the Revolver Administrative Agent pursuant to Section 1.7), the Borrower shall prepay Revolving Loans or Swingline Loans (or, if no such Borrowings are outstanding, deposit Cash Collateral in a Cash Collateral Account pursuant to Section 3.12) in an aggregate amount necessary to eliminate such excess.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof and provided that any such prepayment shall not be less than $1,000,000. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as 36 REVOLVING CREDIT AGREEMENT EXECUTION contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.13 and any payment required under Section 2.16. (c) The Borrower shall on the date, if any, specified in Section 6.07(f) repay Loans in the amounts and otherwise in all respects as provided in such Section. (d) The Borrower shall prepay the Loans in the amounts and under the circumstances set forth below, all such prepayments to be applied as more specifically provided in paragraph (b) of this Section if (i) in the event and on each occasion that at the close of a Business Day the aggregate Dollar Equivalent of all outstanding Loans exceeds the applicable Commitment due to currency fluctuations, Borrower shall no later than the first Business Day on which such excess exists prepay such Loans to the extent necessary so that after giving effect to such prepayment, the aggregate exposure for all Loans shall not exceed the Commitment or (ii) in the event and on each occasion that at the close of a Business Day the aggregate Dollar Equivalent of all outstanding Alternative Currency Loans exceeds the Alternative Currency Sublimit, the Borrower shall no later than the first Business Day on which such excess exists prepay such Loans to the extent necessary so that after giving effect to such prepayment the aggregate exposure of all Alternative Currency Loans shall not exceed the Alternative Currency Sublimit.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent by telephone (andconfirmed promptly by hand delivery, or delivery through an electronic platform or electronic transmission system approved by the Administrative Agent, to the Administrative Agent of a written notice in the case of prepayment of a Swingline Loan, the Swingline Lenderform attached hereto as Exhibit H) by telephone or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.09, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to the prepayment of a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Any portion of the Term Loan that is prepaid may not be reborrowed. (c) Notwithstanding anything to the contrary contained herein, if at any time the aggregate principal amount of all outstanding Revolving Loans exceeds the aggregate amount of the Revolving Commitments, the Borrower shall immediately upon demand pay to the Administrative Agent for the account of the Revolving Lenders, the amount of such excess.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11. Each optional prepayment of the Loans shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing written notice (promptly followed by telephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon1:00 p.m., Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans of all Classes included in the prepaid Borrowing, except as provided for in the last sentence of this Section 2.11. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. If at any time the sum of the aggregate principal amount of all of the Revolving Credit Exposures exceeds the Aggregate Commitment, (including, for the avoidance of doubt, as a result of the termination of the 2021 Commitments on the 2021 Maturity Date), the Borrower shall promptly (and, in any event, within one (1) Business Day), upon notice of such excess being given to the Borrower by the Administrative Agent, repay Borrowings (and the Borrower shall not be required to comply with the notice requirements set forth in this Section 2.11 with respect to any such repayment) and/or cash collateralize LC Exposure pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to eliminate such excess. Other than (i) any prepayment of 2021 Revolving Loans or 2022 Revolving Loans, as applicable, made in connection with any corresponding reduction in 2021 Commitments or 2022 Commitments, as applicable, pursuant to Section 2.09(a) or (ii) any prepayment of 2021 Revolving Loans made in connection with any corresponding reduction of 2021 Commitments pursuant to Section 2.09(b) (which, for the avoidance of doubt, may be funded with proceeds of Revolving Borrowings requested under the 2022 Commitments), all prepayments of Revolving Loans shall be made on a pro rata basis among the Lenders.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing the Revolving Loans and the Term Loan in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) Each prepayment pursuant to Section 2.11(a) shall be applied to reduce the Loan designated by Borrower or if no designation is made pro rata as to all Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. (c) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, three Business Days before the date of prepayment (or not later than 11:00 a.m., New York City time on the date of prepaymenttermination if all of the Commitments are being terminated),, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted is an integral multiple of $1,000,000 and not less than $1,000,000 in the case of an advance ABR Borrowing, or $3,000,000 in the case of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Eurodollar Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. (d) All prepayments shall be payable without premium or penalty, except for compensation required by Section 2.16 and/or any other provision of this Agreement.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this SectionSection 2.11(c). (b) The If the sum of the Total Credit Exposure in US Dollars exceeds the total Commitments at any time, Borrower shall prepay, or cause to be prepaid, any Loans outstanding in an aggregate principal amount equal to such excess which payment shall be made to the Administrative Agent for the ratable benefit of each Lender within ten (10) days of Borrower receiving notice from Administrative Agent that such payment is due; provided that, if after prepaying all of such Loans the Total Credit Exposure continues to exceed the total Commitments, Borrower shall deposit cash collateral with the Administrative Agent in the amount of such excess and in the manner set forth in Section 2.5(i) except such deposit will be made within five (5) days after ▇▇▇▇▇▇▇▇’s receipt of notice from the Administrative Agent that Borrower is required to make such deposit. (c) Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoanLoans, the Swingline LenderLenders) by telephone (confirmed by telecopy or in writing electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving SOFR Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three (3) U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.13 and compensation for break funding, to the extent required by Section 2.16.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent by telephone, facsimile or electronic mail (and, in the case of prepayment of a Swingline Loantelephonic notice, the Swingline Lenderpromptly confirmed by hand delivery, facsimile or electronic mail) by telephone or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on three Business Days before the date of prepaymentprepayment (or such shorter notice as may be satisfactory to the Administrative Agent), (ii) in the case of prepayment of an ABR Revolving Borrowing or a Canadian Prime Rate Borrowing, not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date of prepayment (or such shorter notice as may be satisfactory to the Administrative Agent) or (iii) in the case of prepayment of a Swingline LoanDaily Benchmark Borrowing, not later than 12:00 noon11:00 a.m., Chicago New York City time, on five Daily Benchmark Rate Business Days before the date of prepaymentprepayment (or such shorter notice as may be satisfactory to the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.09, then Borrower may state that such notice is conditioned upon the occurrence of prepayment an event, in which case such notice may be revoked if such or delayed by the Borrower (by notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise on or prior to the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02specified effective date) if such condition is not satisfied. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued and unpaid interest to the extent required by Section 2.132.12. (c) If the Administrative Agent notifies the Borrower at least two Business Days prior to any Interest Payment Date that, on such Interest Payment Date, the sum of (i) the aggregate principal amount of all Borrowings denominated in dollars plus the aggregate amount of all Letters of Credit denominated in dollars then outstanding plus (ii) the Dollar Equivalent (determined on the third Business Day prior to such Interest Payment Date) of the aggregate principal amount of all Multicurrency Borrowings plus the aggregate amount of all Letters of Credit denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such Interest Payment Date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Borrowings owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders as of such Interest Payment Date; provided that if the Borrower has cash collateralized Letters of Credit in accordance with Section 2.05(j), the aggregate amount of the outstanding Letters of Credit shall be deemed to have been reduced by the amount of such cash collateral. The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(c) to the Borrower and the Lenders. Each prepayment made pursuant to this Section 2.10(c) shall be made together with any interest accrued to the date of such prepayment on the principal amounts.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing the Loans without premium or penalty (subject to Section 2.15) in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section. (b) Upon receipt by the Borrower or any of its Subsidiaries, on or after the Closing Date, of Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale, the Borrower shall promptly (and in any event within two Business Days) notify the Administrative Agent thereof and within three Business Days of such receipt, prepay the Loans in an amount equal to 100% of such Net Cash Proceeds. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable share of such prepayment. (c) The Borrower shall notify the Administrative Agent by telephone (and, in the case confirmed by telecopy) of any voluntary prepayment of a Swingline LoanBorrowing pursuant to clause (a) above, the Swingline Lender) by telephone or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, such prepayment and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing the Loans or portion thereof to be prepaid; provided that, if that a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated Loans delivered by Section 2.09, then the Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or debt securities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each . (d) Except as otherwise required in connection with any mandatory prepayment, each partial prepayment of any Revolving Borrowing the Loans shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid BorrowingLoans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12 and for any prepayment of a Eurodollar Loan, with any additional amounts required pursuant to Section 2.15. In the event any prepayment shall be made hereunder but the Borrower shall not have selected the Borrowings to be prepaid, the Administrative Agent shall apply such prepayment (i) first, to ABR Borrowings and (ii) second, to Eurodollar Borrowings.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to prior notice in accordance with paragraph (b) of this SectionSection 2.11. (b) The Borrower shall notify may, upon notice to the Administrative Agent (and, in pursuant to delivery to the case of prepayment Administrative Agent of a Swingline LoanNotice of Loan Prepayment, the Swingline Lender) by telephone at any time or from time to time voluntarily prepay Loans in whole or in writing of any prepayment hereunder part without premium or penalty; provided that such notice must be received by the Administrative Agent (i) in the case of prepayment of a Eurodollar Revolving BorrowingEurodollarTerm SOFR Loans, not later than 11:00 a.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving BorrowingBase Rate Loans or Daily Floating RateSOFR Loans, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice Notice of prepayment is given in connection with a conditional notice of termination of Loan Prepayment delivered by the Commitments as contemplated by Section 2.09, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to the prepayment of a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in Section 2.02. Each Subject to Section 2.20, each prepayment of a Revolving Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Any portion of the Term Loan that is prepaid may not be reborrowed. (c) Notwithstanding anything to the contrary contained herein, if at any time the aggregate Revolving Credit Exposure of all Revolving Lenders exceeds the aggregate amount of the Revolving Commitments, the Borrower shall immediately upon demand prepay Loans and/or cash collateralize the LC Exposure in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to cash collateralize the LC Exposure pursuant to this Section 2.11(c) unless after the prepayment in full of the Revolving Loans the aggregate Revolving Credit Exposure of all Revolving Lenders exceeds the aggregate amount of the Revolving Commitments then in effect.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower Company shall in the case of Loans denominated in Dollars, notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or (confirmed by telecopy) of any prepayment hereunder and in writing the case of Loans denominated in any Available Foreign Currency, notify the Administrative Agent by facsimile of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving BorrowingBorrowing denominated in Dollars, not later than 11:00 10:00 a.m., Chicago Dallas time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in an Available Foreign Currency, not later than 11:00 a.m. London time four Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago Dallas time, on one Business Day before the date of prepayment or (iiiiv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago Dallas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in the Dollar Equivalent (determined on the date by which a notice of prepayment in respect thereof is required to be delivered pursuant to this Section 2.11 of an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. (c) If at any time the Aggregate Revolving Exposure (determined in dollars by converting the amount of the then outstanding Loans and Letters of Credit in Available Foreign Currencies into dollars at the rate determined by the Administrative Agent in accordance with methods it customarily uses) exceeds the aggregate Commitments, the Borrowers shall promptly, and in any event within two Business Days, prepay the Loans in the amount of such excess.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing to be prepaid and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice (other than a notice relating solely to a Revolving BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing the Revolving Loans in whole or in part, subject part without premium or penalty (other than break funding payments pursuant to prior Section 2.15) upon notice in accordance with paragraph to the Agent by telephone (bconfirmed by telecopy or .pdf via electronic mail) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowingsuch prepayment, not later than 11:00 a.m., Chicago London (local) time, on the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on two Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied as directed by the Borrower provided however that, subject to Section 2.19, each prepayment shall be shared ratably to the each Lender’s Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Agent not later than 12:00 p.m. (noon) London Time on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of EUR250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice and other limitations set forth in accordance with paragraph (b) of this Section. Any amounts of Term Borrowings so prepaid may not be reborrowed. Each prepayment required to be made pursuant to Section 2.11(c) shall be applied first, to reduce pro rata all Term Loans, and second, to reduce pro rata all Revolving Credit Loans being prepaid. (b) The Borrower shall notify the Administrative Paying Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Paying Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing pursuant to Section 2.11(a) shall be in an amount that would be permitted is an integral multiple of $1,000,000 and not less than $1,000,000 in the case of an advance ABR Borrowing, or $3,000,000 in the case of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Eurodollar Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. (c) Upon the receipt by the Borrower or any Subsidiary of the net cash proceeds from any issuance of debt or equity by the Borrower or any such Subsidiary (other than Indebtedness permitted pursuant to Section 6.01), the Borrower shall prepay the outstanding amount of the Loans up to the full amount of such net cash proceeds; provided that the (i) Borrower shall be entitled to retain up to $25,000,000 in connection with the Borrower’s IPO and (ii) Borrower shall be entitled to retain up to $25,000,000 in net proceeds from the issuance of equity of the Borrower or its Subsidiaries to any Affiliate of the Borrower or any one of the Borrower’s Subsidiaries. (d) If at any time the total Revolving Credit Exposures would exceed the total Revolving Credit Commitments, except as a result of termination of Revolving Credit Commitments pursuant to Article VII, the Borrower shall prepay the Revolving Credit Loans in an amount equal to such excess.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in partpart without any penalty or fee (other than any break funding costs applicable pursuant to Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone telephone, fax or electronic mail (and, in writing the case of telephonic notice, promptly confirmed by hand delivery, fax or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingCDOR Borrowing or a Eurocurrency Borrowing denominated in dollars or a RFR Borrowing denominated in dollars or Euros, not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on two (2) Business Days before the date of prepayment, (ii) in the case of prepayment of an RFR Borrowing denominated in Sterling, not later than 2:00 p.m., New York City time, five (5) RFR Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date of prepayment or (iiiv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon2:00 p.m., Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving ABR Borrowing shall be in an a minimum amount that would equal to $1,000,000 with additional increments of $500,000. Each partial prepayment of any CDOR Borrowing, RFR Borrowing or Eurocurrency Borrowing shall be permitted in the case same currency in which such Loan was denominated and in a minimum amount equal to 1,000,000 dollars, Canadian dollars, Euros or Sterling, as applicable, with additional increments of an advance 500,000 dollars, Canadian dollars, Euros or Sterling, as applicable. Each partial prepayment of any Swingline Borrowing shall be in a Revolving Borrowing minimum amount of the same Type as provided in Section 2.02$1,000,000 with additional increments of $500,000. Each prepayment of a Revolving any Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.13 and any break funding costs pursuant to Section 2.16. (c) If, for any reason, the total Credit Exposures (including the Dollar Equivalent of any Multicurrency Loan) exceed the total Commitments or the total Multicurrency Credit Exposures exceed the total Multicurrency Commitments on any date, the Borrower shall immediately prepay the amount of such excess in the same currency in which the applicable Credit Exposures are denominated; provided that if such excess is caused by fluctuations in foreign currency exchange rates applicable to then outstanding Multicurrency Loans, (i) no such prepayment will be required to the extent the total Credit Exposure is not more than 105% of the total Commitments on such date and (ii) such excess will be calculated as of (A) the last business day of each calendar quarter, (B) any other business day at the Administrative Agent’s sole discretion during the continuation of an Event of Default and (C) each date of a borrowing request, interest election request and each request for the issuance, amendment, renewal or extension of any Letter of Credit.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11. Each optional prepayment of the Loans shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing written notice (promptly followed by telephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon1:00 p.m., Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans of all Classes included in the prepaid Borrowing, except as provided for in the last sentence of this Section 2.11. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. If at any time the sum of the aggregate principal amount of all of the Revolving Credit Exposures exceeds the Aggregate Commitment (including, for the avoidance of doubt, as a result of the termination of the 2021 Commitments on the 2021 Maturity Date),, the Borrower shall promptly (and, in any event, within one (1) Business Day), upon notice of such excess being given to the Borrower by the Administrative Agent, repay Borrowings (and the Borrower shall not be required to comply with the notice requirements set forth in this Section 2.11 with respect to any such repayment) and/or cash collateralize LC Exposure pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to eliminate such excess. Other than (i) any prepayment of 2021 Revolving Loans or 2022 Revolving Loans, as applicable, made in connection with any corresponding reduction in 2021 Commitments or 2022 Commitments, as applicable, pursuant to Section 2.09(a) or (ii) any prepayment of 20212023 Revolving Loans made in connection with any corresponding reduction of 2021in 2023 Commitments pursuant to Section 2.09(b) (which, for the avoidance of doubt, may be funded with proceeds of Revolving Borrowings requested under the 2022 Commitmentsa), all prepayments of Revolving Loans shall be made on a pro rata basis among the Lenders.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this Section, provided that, Competitive Loans and Swingline Loans may not be prepaid. (b) In the event of any partial reduction or termination of the Commitments, then (i) at or prior to the date of such reduction or termination, the Administrative Agent shall notify the Borrower and the Lenders of the sum of the Revolving Credit Exposures and the aggregate principal balance of outstanding Competitive Loans after giving effect thereto and (ii) if such sum would exceed the total Commitments after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, prepay Revolving Borrowings in an amount sufficient to eliminate such excess. (c) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; , provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.7, then such - 30 - 36 notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.7. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall under Sections 2.7(b) and 2.9(a) shall, when added to the amount of each concurrent reduction of the Commitments and prepayment of Borrowings under such Sections, be in an amount that would be permitted in the case integral multiple of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02$1,000,000 and not less than $3,000,000. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.133.1. (d) All prepayments shall be subject to Section 3.6, if applicable.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing the Loans in whole or in part, subject to prior notice in accordance with paragraph (bd) of this Section, without premium or penalty (other than payment of any amounts required under Section 2.16). (b) [Reserved] (c) Prior to any optional prepayment of Borrowings the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) below. (d) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing of any prepayment hereunder under paragraph (a) of this Section by submitting to the Administrative Agent a notice of prepayment in the form of Exhibit F (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing the Loans or portion thereof thereof, to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated Loans delivered by Section 2.09, then the Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowingthe Loans, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing the Loans under paragraph (a) of this Section shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing the Loans shall be applied ratably to the Loans included in the prepaid BorrowingBorrowing or Borrowings specified in the notice of prepayment. Prepayments under paragraph (a) of this Section shall be accompanied by accrued interest to the extent required by Section 2.13. Any Loans prepaid pursuant to this Section 2.11(d) may not be reborrowed. (e) Upon receipt by the Borrower or any Subsidiary, on or after the funding of the Loans on the Closing Date, of Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale, the Borrower shall promptly notify the Administrative Agent thereof and within five Business Days of such receipt, prepay the Loans in an amount equal to 100% of such Net Cash Proceeds. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable share of such prepayment. Any prepayment of a Eurocurrency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.16. Each such prepayment shall be applied ratably to the outstanding Loans of the Lenders. Any Loans prepaid pursuant to this Section 2.11(e) may not be reborrowed.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time time, without premium or penalty (but subject to Section 2.16 and the following sentence), to prepay any Borrowing of any Class in whole or in part, as selected and designated by the Borrower, subject to the requirements of this Section. Each voluntary prepayment of any Loan pursuant to this Section 2.11(a) and mandatory prepayment pursuant to Section 2.11(e) shall be made without premium or penalty except that, in the event that on or prior to the date that is twelve months after the Closing Date, the Borrower makes any prepayment or repayment of Term Loans as a result of a Repricing Transaction or any amendment to this Agreement to effectuate a Repricing Transaction, the Borrower shall pay to the Term Loan Administrative Agent, for the ratable account of each of the applicable Term Lenders, a prepayment premium in an amount equal to 1% of the amount of the Term Loans being so prepaid, repaid or refinanced or the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment and otherwise subject to the Repricing Transaction, as applicable. Any such voluntary prepayment shall be applied as specified in Section 2.10(b). Notwithstanding anything to the contrary in this Agreement, after any Extension, the Borrower may prepay any Borrowing of any Class of non-extended Term Loans pursuant to which the related Extension Offer was made without any obligation to prepay the corresponding Extended Term Loans. (b) In the event and on such occasion that the aggregate Revolving Exposures exceed (A) 105% of the aggregate Revolving Commitments, solely as a result of currency fluctuations or (B) the aggregate Revolving Commitments (other than as a result of currency fluctuations), the Borrower shall prepay (no later than one (1) Business Day after written notice from the Revolving Facility Administrative Agent to the Borrower) Revolving Loan Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in accordance an account with such Administrative Agent pursuant to Section 2.23) in an aggregate amount equal to the amount by which the aggregate Revolving Exposures exceed the aggregate Revolving Commitments. (c) Subject to paragraph (f) of this Section, in the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Prepayment Event, the Borrower shall, within thirty (30) days in the case of any Prepayment Event referred to in paragraph (a) or (b) of the definition of thereof, or five Business Days in the case of a Prepayment Event referred to in paragraph (c) of the definition thereof, after such Net Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment, or as to a Replacement Term Loan), in each case in an aggregate amount equal to 100% of the amount of such Net Proceeds; provided that in the case of any such event described in clause (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary applies (or commits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) to apply) the Net Proceeds from such event (or a portion thereof) within twelve (12) months after receipt of such Net Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and its Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall be required pursuant to this Sectionparagraph in respect of such Net Proceeds except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of the twelve-month (or, if committed to be so applied within 12 months of the receipt of such Net Proceeds, eighteen- month) period following receipt of such Net Proceeds, at the end of which period a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied; provided, further, that with respect to any Prepayment Event referenced in paragraph (a) or (b) of the definition thereof, (i) the Borrower shall not be obligated to make any prepayment otherwise required by this paragraph (c) unless and until the aggregate amount of Net Proceeds from all such Prepayment Events, after giving effect to the reinvestment rights set forth herein, exceeds $10,000,000 (the “Prepayment Trigger”) in any fiscal year of the Borrower, but then from all such Net Proceeds (excluding amounts below the Prepayment Trigger) and (ii) the Borrower may use a portion of such Net Proceeds to prepay or repurchase First Lien Senior Secured Notes or any other Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, in which case, the amount of prepayment required to be made with respect to such Net Proceeds pursuant to this Section 2.11(c) shall be deemed to be the amount equal to the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (c) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph; (d) Subject to paragraph (f) of this Section 2.11, following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2015, the Borrower shall prepay Term Loan Borrowings in an aggregate amount equal to the Required Percentage of Excess Cash Flow for such fiscal year, provided that such amount shall be reduced by (1) the aggregate principal amount of prepayments (other than prepayments pursuant to Section 2.11(c), (d) or (e)) of Term Loans, Other Applicable Indebtedness and Revolving Loans (to the extent of, in the case of Revolving Loans incurred after the Closing Date, a corresponding Revolving Commitment reduction) made during such fiscal year or following the end of such fiscal year but on or prior to the date that is 30 Business Days after 95 the end of such fiscal year and (2) the aggregate amount of Excess Cash Flow attributable to Foreign Restricted Subsidiaries for such fiscal year and, at the option of the Borrower and without duplication across periods, after such fiscal year and prior to the date that is 30 Business Days after the end of such fiscal year. Each prepayment pursuant to this paragraph shall be made not later than the fifth Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) for the fiscal year with respect to which such prepayment is made (such earlier date, the “ECF Due Date”). All prepayments made pursuant to this Section 2.11(d) shall be applied solely to the outstanding Initial Term Loans (and any Incremental Term Loans, Extended Term Loans or Other Term Loans to the extent provided for in the applicable Incremental Facility Amendment, Extension Amendment or Refinancing Amendment; provided that the Initial Term Loans receive not less than the pro rata portion of such prepayment unless otherwise agreed). (be) If the Borrower incurs or issues (i) any Credit Agreement Refinancing Indebtedness permitted to be incurred or issued hereunder (other than a Permitted Refinancing thereof) or (ii) any other Indebtedness not permitted under Section 6.01, the Borrower shall, on the same day as such incurrence or issuance pursuant to clause (i), and otherwise within five (5) Business Days, prepay the principal amount of the corresponding Credit Agreement Refinanced Debt (in the case of clause (i)) or each Class of Term Loans on a pro rata basis (in the case of clause (ii)), in each case in accordance with Section 2.11(g) and in an aggregate amount the Dollar Equivalent of which is equal to 100% of the Net Proceeds of such issuance or incurrence (which prepayment of principal shall be accompanied by payment of accrued and unpaid interest, premiums and fees and expenses associated with such principal amount prepaid); provided that such prepayment shall be subject to the second sentence of Section 2.11(a). (f) Notwithstanding any other provisions of this Section 2.11, (i) to the extent that any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 2.11(c) (a “Foreign Disposition”), the Net Proceeds of any Prepayment Event from a Foreign Subsidiary (a “Foreign Prepayment Event”), or Excess Cash Flow would be (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational or constitutive documents or any agreement or (z) subject to other onerous organizational or administrative impediments, from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(d), or the Borrower shall not be required to make a prepayment at the time provided in Section 2.11(c), as the case may be, and instead, such amounts may be retained by the applicable Foreign Subsidiary (the Borrower hereby agreeing to use reasonable efforts (as determined in the Borrower’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational or constitutive impediment or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, applicable organizational or constitutive impediment or other impediment, such repatriation will be promptly effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than three Business Days after such repatriation could be made) applied (net of additional taxes, costs and expenses payable or reserved against as a result thereof) (whether or not repatriation actually occurs) to the repayment of the Term Loans pursuant to this Section 2.11 to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Proceeds of any Foreign Disposition, any Foreign Prepayment Event or Excess Cash Flow would have an adverse tax cost consequence with respect to such Net Proceeds or Excess Cash Flow (which for the avoidance of doubt, includes, but is not limited to, any prepayment where by doing so the Borrower, any Restricted Subsidiary or any of their respective affiliates and/or equity partners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. (g) In connection with any optional or mandatory prepayment of Borrowings hereunder the Borrower shall, subject to the provisions of this paragraph and paragraph (k) of this Section, select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (h) of this Section. The Term Loan Administrative Agent will promptly notify each Term Lender holding the applicable Class of Term Loans of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the prepayment. Each such Term Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clause (c) or (d) of this Section 2.11 by providing notice to the Term Loan Administrative Agent at or prior to the time of such prepayment; provided that for the avoidance of doubt, no Lender may reject any prepayment made with the proceeds of Credit Agreement Refinancing Indebtedness. Any Declined Proceeds remaining thereafter shall be retained by the Borrower (“Retained Declined Proceeds”). (h) The Borrower shall notify the Revolving Facility Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice upon the consummation of termination an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the Commitments as contemplated by Section 2.09proceeds from the issuance of other Indebtedness or the occurrence of any other specified event, then in which case such notice of prepayment may be revoked by the Borrower (by notice to the Revolving Facility Administrative Agent on or prior to the specified date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Revolving Facility Administrative Agent shall advise the Lenders of the contents thereof. Each Except as otherwise provided herein, each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.13 and any prepayment fees required by Section 2.11(a), to the extent applicable. (i) Notwithstanding anything to the contrary contained in this Agreement, so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower or any Restricted Subsidiary (in such case, the foregoing being herein referred to as the “Auction Parties” and each, an “Auction Party”) may repurchase outstanding Term Loans on the following basis: (A) Such Auction Party may repurchase all or any portion of any Class of Term Loan (such Term Loans, “Subject Loans”) pursuant to a Dutch Auction (or such other modified Dutch auction conducted pursuant to similar procedures as the Borrower and Term Loan Administrative Agent may otherwise agree); provided that no proceeds of Revolving Loans shall be used by any Auction Party to repurchase Term Loans pursuant to such Auction; (B) Following repurchase by any Auction Party pursuant to this Section 2.11(i), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by any Auction Party), for all purposes of this Agreement and the principal amount of the Loans so repurchased shall be applied on a pro rata basis to reduce the scheduled remaining i

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice the provisions set forth in accordance with paragraph (b) of this Section. (b) Section 2.12(a). The Borrower shall notify the Administrative Agent by written notice (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing of any prepayment hereunder (iA) in the case of prepayment of (x) a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., Chicago New York City time, on three (3) Business Days before the date of prepayment or (y) an RFR Borrowing, not later than 11:00 a.m., New York City time, five (5) Business Days before the date of prepayment, (iiB) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago a.m. New York City time, on the date of prepayment or one (iii1) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment of Term Loans pursuant to this Section 2.12(a) may state that such notice is given conditioned upon the occurrence of one or more events specified therein, in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Revolving Borrowing shall be applied ratably to the Term Loans included in the prepaid BorrowingTerm Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.12(e). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.14, (ii) if applicable, break funding payments pursuant to Section 2.17 and (iii) premium payments to the extent required by Section 2.12(b).

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. (c) If at any time from and after the Closing Date: (i) the Borrower merges or consolidates with another Person and the Borrower is not the surviving entity, or (ii) any Person and the Borrower or a Subsidiary merge into the Borrower or a Subsidiary in a transaction in which the Borrower or a Subsidiary is the surviving corporation and an Event of Default has occurred as a result thereof (the date either such event shall occur being the “Prepayment Date”), the Borrower shall be required to prepay the Loans in their entireties as if the Prepayment Date were the Maturity Date and the Commitments thereupon shall be terminated. The Borrower shall immediately make such prepayment together with the interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the Issuing Bank. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 2.16. Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this clause (c) may not be reborrowed. (d) The Borrower shall prepay Loans to the extent required by Section 5.2(b).

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon1:00 p.m., Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.092.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Class and Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.. Any portion of the Term Loans that are prepaid may not be reborrowed

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.12(b), (ii) the break funding payments required by Section 2.16 and (iii) prior notice in accordance with paragraph (b) the provisions of this Section. (b) Section 2.11(a). The Applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingEurocurrencyRFR Borrowing or EURIBOR Rate Borrowing of Term Loans, not later than 11:00 a.m., Chicago New York City time, on three (3) Business Days before the date of prepaymentprepayment (or such later time as approved by the Administrative Agent), (ii) in the case of prepayment of a EurocurrencyRFR Borrowing or EURIBOR Rate Borrowing of Revolving Loans (x) denominated in Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment and (y) denominated in an Agreed Currency other than Dollars, not later than 11:00 a.m., New York City time, four (4) Business Days before the date of prepayment (or, in each case, such later time as approved by the Administrative Agent), (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent) or (iiiiv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepaymentprepayment (or such later time as approved by the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(d). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16. (b) If at any time, (i) solely as a result of fluctuations in currency Exchange Rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds 105% of the aggregate Revolving Commitments or (ii) for any other reason, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures of any Class (so calculated) exceeds the aggregate Commitments of such Class, the Applicable Borrower shall in each case immediately repay the applicable Borrowings or Cash Collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) of each Class to be less than or equal to the aggregate Commitments of such Class. (c) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.11(d)(i) below (and subject to Section 2.11(e)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (be) of this SectionSection and, if applicable, payment of any break funding expenses under Section 2.16. (b) In the event and on such occasion that the Aggregate Revolving Exposure exceeds the aggregate Revolving Commitments, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans (or, if no such Borrowings are outstanding, deposit cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.06(j)). (c) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by fax) of any prepayment hereunder under this Section: (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York, New York time, on three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago New York, New York time, on one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon11:00 a.m., Chicago New York, New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.13 and (ii) break funding payments pursuant to Section 2.16.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago Los Angeles time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago Los Angeles time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago Los Angeles time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, without premium or penalty (other than as set forth in Section 2.08(b), and subject to Section 3.05), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with paragraph the below, which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Facilities. Each prepayment made pursuant to this Section 2.08(a) shall be made upon notice to the Administrative Agent, which may be given by telephone (band if in writing shall be appropriately signed by a Responsible Officer of the Borrower), which notice must be received by the Administrative Agent not later than 1:00 p.m. Local Time (x) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) on the date of prepayment of Base Rate Loans. Each such notice shall specify the date and amount of such prepayment, the applicable Facility and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and if such prepayment will be made in connection with a Change in Control. Each telephonic notice by the Borrower pursuant to this SectionSection 2.08(a) must be confirmed promptly by delivery to the Administrative Agent of a written prepayment notice, appropriately completed and signed by a Responsible Officer of the Borrower. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s percentage (carried out to the ninth decimal place) of the applicable Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan under this Section 2.08 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (b) The Notwithstanding anything herein to the contrary, in the event that, on or prior to the first anniversary of the Closing Date, the Borrower makes any voluntary prepayment of Term Loans pursuant to Section 2.08(a) hereof, the Borrower shall on the date of such prepayment pay to each Lender 1.00% of the principal amount of the Term Loans so prepaid; provided that any prepayment, refinancing, substitution or replacement of any Term Loans made in connection with a Change in Control shall not require the payment of the 1.00% premium otherwise provided for in this Section 2.08(b). (c) Subject to the Intercreditor Agreement, the Borrower shall apply all Net Proceeds (other than any Net Proceeds from the sale or disposition of any ABL Priority Collateral) promptly upon receipt thereof to prepay Term Loans in accordance with paragraphs (b) and (c) of Section 2.07. Notwithstanding the foregoing, the Borrower may retain Net Proceeds pursuant to clause (i) of the definition thereof, provided, that the Total Net Senior Secured Leverage Ratio on the last day of the Borrower’s then most recently completed fiscal quarter for which financial statements are available shall be less than or equal to 2.50 to 1.00. (d) Not later than 95 days after the end of each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply an amount equal to (x) the Required Percentage of such Excess Cash Flow, minus (y) the sum of the amount of any voluntary prepayments during such Excess Cash Flow Period of Indebtedness of the Borrower secured by first priority Liens, including the Loans and the ABL Loans, on property or assets of the Borrower and its Subsidiaries (provided that, in the case of the prepayment of Indebtedness under the ABL Credit Agreement or other revolving loans, as applicable, the amount of such prepayments in any Excess Cash Flow Period shall be measured in the aggregate by adding all borrowings and subtracting all prepayments under the ABL Credit Agreement or other revolving loans, as applicable, over the period commencing on the first day of such Excess Cash Flow Period and ending on the last day of such Excess Cash Flow Period), to prepay Term Loans in accordance with paragraphs (b) and (c) of Section 2.07, provided that, for purposes of this Section 2.08(d), Discounted Voluntary Prepayments and Permitted Loan Purchases will not qualify as voluntary prepayments of Term Loans. Not later than the date on which the Borrower is required to deliver financial statements with respect to the end of each Excess Cash Flow Period under Section 6.04(a), the Borrower will deliver to the Administrative Agent a certificate signed by a Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail. (e) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower elects (or is otherwise required) to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Agent of its election to do so on or before the second Business Day prior to the Required Prepayment Date (andit being understood that any Lender which does not notify the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, in as of such date, not to exercise such option). On the case of prepayment of a Swingline LoanRequired Prepayment Date, the Swingline Lender) by telephone or in writing Borrower shall pay to Administrative Agent the amount of any prepayment hereunder the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the case Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option (each, a “Declining Lender”), to prepay the Term Loans of such Declining Lenders (which prepayment shall be applied to the scheduled Installments of a Eurodollar Revolving Borrowingprincipal of the Term Loans in accordance with Section 2.07(b) and (c)), not later than 11:00 a.m., Chicago time, on the date of prepayment, and (ii) in an amount equal to that portion of the case Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to the Borrower. (f) (i) Notwithstanding anything to the contrary in Section 2.08(a), 2.11(c) or 3.04, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of prepayment such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.08(f), provided that the Borrower shall deliver to the Administrative Agent a certificate of an ABR Revolving Borrowingthe Chief Financial Officer of the Borrower stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), not later than 11:00 a.m.(2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.08(f) has been satisfied and (3) the aggregate principal amount of Term Loans so prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, Chicago time, on the date of prepayment or (iii) Borrower will provide written notice to the Administrative Agent substantially in the case form of prepayment Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans, (B) a Swingline Loan, not later than 12:00 noon, Chicago time, on discount range (which may be a single percentage) selected by the date Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and par of the principal amount of each Borrowing or portion thereof Term Loans (the “Discount Range”), (C) the source of proceeds to be prepaid; provided that, if a notice of prepayment is given used to make such Discounted Voluntary Prepayment and (D) the date by which Lenders are required to indicate their election to participate in connection with a conditional notice of termination such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of any such notice relating to a Revolving BorrowingDiscounted Prepayment Option Notice, the Administrative Agent shall advise promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of Term Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for Term Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.08(f)(ii)) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount, provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Each Discounted Voluntary Prepayment shall be made within five Business Days of the contents Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (except as set forth in Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 P.M. Local time, three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. Each partial prepayment If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (vi) On the date of any Revolving Borrowing Discounted Voluntary Prepayment, Holdings, the Borrower and each Subsidiary (as applicable) shall be represent and warrant to all Lenders participating in an amount such Discounted Voluntary Prepayment that, as of such date, neither it nor any of its respective directors or officers has any material non-public information with respect to Holdings, the Borrower or the Subsidiaries, or any of their respective securities, that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably has not been disclosed to the Loans included in Term Lenders generally (other than because such Term Lenders do not wish to receive material non-public information with respect to Holdings, the prepaid Borrowing. Prepayments shall be accompanied by accrued interest Borrower or the Subsidiaries or any of their respective securities) prior to such date to the extent such information could reasonably be expected to have a material effect upon, or otherwise be material, to such Lender’s decision to participate in such Discounted Voluntary Prepayment, provided that no such representation or warranty shall be required to be made to Affiliated Loan Funds participating Discounted Voluntary Prepayment; (vii) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.08(f)(iii) above) established by Section 2.13the Administrative Agent in consultation with the Borrower. (viii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice. (ix) Lenders may not modify, revoke or terminate or cancel a Lender Participation Notice delivered to the Administrative Agent; provided that a Lender may modify a Lender Participation Notice, at any time prior to the Acceptance Date, solely to increase the Acceptable Discount included in such Lender Participation Notice.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to the requirements of Section 2.15), subject to prior notice in accordance with paragraph (b) of this Section. (b) . The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy (or other facsimile transmission or by electronic mail) or hand delivery of written notice) or in writing (including by electronic communication and, if arrangements for doing so have been approved by the Administrative Agent, through an Approved Borrower Portal) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m.12:00 noon, Chicago New York City time, on three Business Days before the date of prepayment, prepayment and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of reduction or termination of the Commitments as contemplated by Section 2.092.8, then such notice of prepayment may be revoked if such notice of reduction or termination is revoked in accordance with Section 2.092.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. 2.2. (b) The Borrower shall from time to time prepay the Revolving Loans to the extent necessary so that the Total Utilization of Commitments shall not at any time exceed the Commitments then in effect. (c) Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included of the Lenders in the prepaid Borrowingaccordance with their respective Applicable Percentages. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12 and any costs incurred as contemplated by Section 2.15.

Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.noon, Chicago Houston time, on three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.noon, Chicago Houston time, on one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago Toronto time, on the date of prepaymentprepayment or such other time agreed to between the applicable Borrower and the Swingline Lender. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay prepay, without penalty, any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section. Optional prepayments shall be applied to the payment of the remaining principal installments in direct order of their maturities. (b) On the date on which the Borrower or any Wholly-Owned Subsidiary shall receive cash consideration from the sale or issuance of any Equity Interests in the Borrower or any Subsidiary, the Borrower shall immediately prepay, without penalty, the principal of the Loans in an aggregate amount equal to 50% of the net cash proceeds received to be applied pro rata to the remaining principal installments on the Loans. (c) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone or in writing (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago New York City time, on three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving a Prime Borrowing, not later than 11:00 a.m., Chicago New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.07.