Common use of Voluntary Prepayments; Reductions in Revolving Loan Commitments Clause in Contracts

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten (10) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any such payment resulting from termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are to be repaid and identify the particular Revolving Credit Advances to be repaid.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (Ai) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 5,000,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$100,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 ten (10) days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from prepayment, reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such prepayment, reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are to be repaid and identify the particular Revolving Credit Advances to be repaid.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any A Borrower may at any time on at least five (5) days' prior written notice to Agent (i) voluntarily prepay all or part of the Term Loans advanced and/or (ii) permanently reduce (but not terminate) the Revolving Credit Advances made Loan Commitment extended to it; provided that (A) any such prepayment or reduction shall be in a minimum amount of Cdn.$1,000,000 or US$1,000,000, as applicable, and integral multiples of Cdn.$250,000 and US$250,000, as applicable, in excess of such amount (unless the outstanding amounts thereof are less than such minimum payment threshold), (B) no Revolving Loan Commitment shall be reduced without the agreement of the applicable Revolving Lenders, and (C) after giving effect to such reductions, each Borrower at any time or from time to time without premium or penaltyshall comply with Section 1.3(b)(i). Borrowers A Borrower may at any time on at least ten (10) days’ ' prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; Commitment extended to it, provided, that upon such terminationany termination of either Revolving Loan Commitment, all other Commitments shall immediately terminate and all Loans and other Obligations owing by all Borrowers shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the a Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.8(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b), as applicable. Upon any such reduction or termination of the a Revolving Loan Commitment, each a Borrower’s 's right to request a Revolving Credit Advances, Advance or request that Letter of Credit Obligations be incurred on its Lower Lakes' behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may bebe and to the extent applicable. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided, provided that a any partial prepayments of either Term Loan shall be applied to prepay the scheduled installments of such Term Loan in the inverse order of maturity. A permanent reduction of the Cdn. Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit, although any reduction resulting in the Cdn. Each notice of partial prepayment Revolving Loan Commitment being less than the L/C Sublimit shall designate require a corresponding reduction in the Borrower whose Revolving Credit Advances are to be repaid and identify the particular Revolving Credit Advances to be repaidL/C Sublimit.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 daysthree (3) Business Days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by the GE Capital Fee Letter, if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$85,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 ten (10) days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ ' prior written notice by Borrower Representative to Agent (i) voluntarily prepay all or part of the Term Loan; provided that any such prepayments shall be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount; provided further that no such prepayment shall be made unless there is $15,000,000 of Borrowing Availability after giving effect to any such prepayment; and/or (ii) permanently reduce (but not terminateterminate in whole) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 1,000,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$25,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 ten (10) days’ ' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.7(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b1.11(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Any voluntary prepayment of the Term Loan must be accompanied by payment of any LIBOR funding breakage costs in accordance with Section 1.11(b). Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify applied; provided that any partial prepayments of the particular Term Loan made by or on behalf of any Borrower shall be applied to prepay the scheduled installments of such Borrower's Term Loan in inverse order of maturity. Notwithstanding the foregoing, if at the time of any partial prepayment of the Term Loan made by or on behalf of any Borrower, the outstanding balance of the Revolving Credit Advances Loan is $0, then such voluntary prepayment shall be applied, pro rata, to be repaidall remaining scheduled installments of such Borrower's Term Loan.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may prepay Revolving Credit Advances at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time and on at least ten five (105) days’ prior written notice by Borrower Representative to Administrative Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 1,000,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(i)1.3(b) and (D) in no event may Borrower reduce the Revolving Loan Commitment to an amount less than $100,000,000 except in connection with the permanent reduction of the Revolving Loan Commitment to $0. In addition, Borrowers Borrower may at any time on at least 10 ten (10) days’ prior written notice by Borrower Representative to Administrative Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee set forth in Section 1.9(c), if any, plus payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a (i) any permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice Inventory Cap and (ii) if after giving effect to such reduction or termination the Revolving Loan Commitment is less than $175,000,000, then the Swing Line Commitment shall be reduced pro rata (it being understood that the amount of partial prepayment the first such reduction in the Swing Line Commitment shall designate be calculated with respect to the Borrower whose aggregate amount of all reductions of the Revolving Credit Advances are to be repaid and identify Loan Commitment since the particular Revolving Credit Advances to be repaidRestatement Date).

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten (10) 5 days’ ' prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, PROVIDED that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 1,000,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, plus $25,000,000, and (C) after giving effect to such reductionsreduction, Borrowers Borrower shall comply with Section SECTION 1.3(b)(i). In addition, Borrowers Borrower may at any time on at least ten 10 days’ ' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, PROVIDED that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. ANNEX B hereto. Any such payment resulting from reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section SECTION 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, PROVIDED that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are to be repaid and identify the particular Revolving Credit Advances to be repaid.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower Borrowers may at any time pursuant to written notice (or telephonic notice promptly confirmed in writing by telecopy or overnight delivery) by Borrower Representative to Agent (i) voluntarily prepay prepay, without penalty or premium, all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten Loans and/or (10ii) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 500,000 and integral multiples of $250,000 100,000 in excess of such amountamount (unless the outstanding principal balance of the Revolving Loans immediately prior to such reduction is less than $500,000 or any such integral multiple, in which case the prepayment shall be in the entire amount of such outstanding principal balance), (B) the Revolving Loan Commitment shall not be reduced to an amount less than the sum of (i) the amount of the Revolving Loan then outstanding plus (ii) all amounts owing by any Credit Party under the Swingline Loan Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) then outstandingoutstanding (if any), and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i) and (D) any such payments shall be applied in accordance with Section 1.3(c). In additionNotwithstanding any of the foregoing, Borrowers may may, without penalty or premium except as set forth in the GE Capital Fee Letter, at any time on at least 10 daysfive (5) Business Days’ prior LEGAL_US_E # 82813718.8 written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other non-contingent Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fees required by the GE Capital Fee Letter, if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) daysBusiness Days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (Ai) any such prepayments or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (Bii) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, $40,000,000 and (Ciii) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). Borrowers may at any time on at least five (5) Business Days’ prior written notice by Borrower Representative to Agent voluntarily prepay all or part of the Tranche B Loan; provided that (i) any such prepayments or reductions shall be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount and (ii) unless the Revolving Lenders have been paid in full and the Revolving Loan Commitment as to all Revolving Lenders has been terminated, the Borrower may not voluntary prepay all or a part of the Tranche B Loan if (A) a Default or an Event of Default shall have occurred and be continuing or (B) after giving pro forma effect to any such proposed prepayment of the Tranche B Loan, the Borrowers would have Borrowing Availability in an amount of less than $15,000,000. In addition, Borrowers may at any time on at least 10 ten (10) days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are to be repaid and identify the particular Revolving Credit Advances to be repaid.Fee required by

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time on at least 10 days' prior written notice to Agent (i) voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten Term Loan and/or (10ii) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions of the Term Loan shall be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount and any such prepayments or reductions of the Revolver Loan Commitment shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 1,000,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (x) $30,000,000 and (y) the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(i). In addition, Borrowers Borrower may at any time on at least 10 days’ ' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances or Export-Related Advances, shall simultaneously be permanently terminated, and upon any such reduction of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may bereduced; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C SublimitSublimit and/or the Export-Related Loan Commitment. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify applied; provided that any partial prepayments of the particular Revolving Credit Advances Term Loan made by or on behalf of Borrower shall be applied to be repaidprepay the scheduled installments of Borrower's Term Loan in inverse order of maturity.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any A Borrower may at any time on at least five (5) days' prior written notice to Agent (i) voluntarily prepay all or part of the Term Loans advanced and/or (ii) permanently reduce (but not terminate) the Revolving Credit Advances made Loan Commitment extended to it; provided that (A) any such prepayment or reduction shall be in a minimum amount of Cdn.$1,000,000 or US$1,000,000, as applicable, and integral multiples of Cdn.$250,000 and US$250,000, as applicable, in excess of such amount (unless the outstanding amounts thereof are less than such minimum payment threshold), (B) no Revolving Loan Commitment shall be reduced without the agreement of the applicable Revolving Lenders, and (C) after giving effect to such reductions, each Borrower at any time or from time to time without premium or penaltyshall comply with Section 1.3(b)(i). Borrowers A Borrower may at any time on at least ten (10) days’ ' prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; Commitment extended to it, provided, that upon such terminationany termination of either Revolving Loan Commitment, all other Commitments shall immediately terminate and all Loans and other Obligations owing by all Borrowers shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the a Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.8(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b), as applicable. Upon any such reduction or termination of the a Revolving Loan Commitment, each a Borrower’s 's right to request a Revolving Credit Advances, Advance or a Swing Line Advance or request that Letter of Credit Obligations be incurred on its Lower Lakes' behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may bebe and to the extent applicable. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided, provided that a any partial prepayments of any Term Loan shall be applied to prepay the scheduled installments of such Term Loan in the inverse order of maturity. A permanent reduction of the Cdn. Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit, although any reduction resulting in the Cdn. Each notice of partial prepayment Revolving Loan Commitment being less than the L/C Sublimit shall designate require a corresponding reduction in the Borrower whose Revolving Credit Advances are to be repaid and identify the particular Revolving Credit Advances to be repaidL/C Sublimit.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten (10) days’ Business Days' prior written notice by Borrower Representative to Agent (i) voluntarily prepay all or part of the Term Loan and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 2,500,000 and integral multiples of $250,000 in excess of such amount, amount and (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (x) $100,000,000 and (y) the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 days’ ten (10) Business Days' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify applied, provided that any partial prepayments of the particular Revolving Credit Advances Term Loan made by or on behalf of any Borrower shall be applied to be repaidprepay the scheduled installments of such Borrower's Term Loan in inverse order of maturity.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten (10) days’ 5 days prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 1,000,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, plus $25,000,000, and (C) after giving effect to such reductionsreduction, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least ten 10 days’ days prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR or BA Rate funding breakage costs in accordance with Section Sections 1.13(b) or 1.13(c). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s Borrowers’ right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its their behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid applied; provided, any partial prepayments or reduction in the Revolving Loan made by or on behalf of (i) any US Borrower shall be applied to the US Loans and identify (ii) any Canadian Borrower shall be applied to the particular Revolving Credit Advances to be repaidCanadian Loans.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten (10) days’ ' prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; providedPROVIDED, that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 days’ ' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; providedPROVIDED, that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any such payment resulting from termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; providedPROVIDED, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata PRO RATA reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are to be repaid and identify the particular Revolving Credit Advances to be repaid.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower Borrowers may at any time voluntarily prepay all the outstanding Revolving Loans in whole or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penaltyin part. Borrowers may at any time on at least ten three (103) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) except in connection with the termination of the Revolving Loan Commitments pursuant to the immediately succeeding sentence, the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$100,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 three (3) days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ ' prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 2,500,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(i). In addition, Borrowers Borrower may at any time on at least 10 ten (10) days’ ' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loan or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may Subject at any time voluntarily prepay all or part times to the provisions of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Section 5.15, Borrowers may at any time on at least ten three (103) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminatei) voluntarily prepay all or part of the Revolving Loan Commitment; providedTerm Loan, provided that (A) any such reductions prepayment or reduction shall be in a minimum amount of $5,000,000 500,000 and integral multiples of $100,000 in excess of such amount, (B) no such prepayment shall be permitted until all outstanding loans under the Supplemental Real Estate Facility have been paid in full and the Supplemental Real Estate Facility has been terminated, and (C) no such prepayment shall be permitted unless (x) both before and after giving effect to such prepayment no Default or Event of Default has occurred and is continuing and (y) both before and after giving effect to such prepayment, average daily Excess Revolver Availability for the thirty (30) day period immediately preceding such payment, and immediately on the day after such payment, equals at least $65,000,000 on a pro forma basis after giving effect to such proposed payment; and/or (ii) permanently reduce but not terminate the Revolving Loan Commitment; provided that (A) any such reductions of the Revolving Loan Commitment shall be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$45,000,000, and (C) after giving effect to such reductionsreductions of the Revolving Loan Commitment, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 ten (10) days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from termination voluntary prepayment of the Revolving Term Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s the Borrowers’ right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its their behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ days prior written notice by Borrower Representative to Agent permanently prepay and reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (Ai) any such prepayments and reductions shall be in a minimum amount of $5,000,000 15,000,000 and integral multiples of $250,000 5,000,000 in excess of such amount, (Bii) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$125,000,000, and (Ciii) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 days’ ten (10) days prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall be simultaneously be and permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten (10) 5 days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 1,000,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, plus $25,000,000, and (C) after giving effect to such reductionsreduction, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least ten 10 days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR or BA Rate funding breakage costs in accordance with Section Sections 1.13(b) or 1.13(c). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid applied; provided, any partial prepayments or reduction in the Revolving Loan made by or on behalf of (i) any US Borrower shall be applied to the US Loans and identify (ii) any Canadian Borrower shall be applied to the particular Revolving Credit Advances to be repaidCanadian Loans.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ prior written notice by Borrower Representative to Agent (i) voluntarily prepay all or part of the Loan and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments and/or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply be in compliance with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 thirty (30) days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s Borrowers’ right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loan or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time on at least 3 days' prior written notice to Agent (i) voluntarily prepay all or part of the Revolving Credit Advances made to Advances; provided that any such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten prepayment shall be in a minimum amount of $100,000 and integral multiples of $25,000 in excess of such amount; and/or (10ii) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such reductions reduction shall be in a minimum amount of $5,000,000 1,000,000 and integral multiples of $250,000 100,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$30,000,000, and (C) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(i). In addition, Borrowers Borrower may at any time on at least ten 10 days’ ' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on any Prepayment Premium required by Section 1.7(c), if any, plus the Loans and other Obligations and payment of any LIBOR funding breakage costs in accordance with Section 1.13(b1.11(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loan or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may prepay Revolving Credit Advances at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time and on at least ten five (105) days’ ' prior written notice by Borrower Representative to Administrative Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 1,000,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(i)1.3(b) and (D) in no event may Borrower reduce the Revolving Loan Commitment to an amount less than $100,000,000 except in connection with the permanent reduction of the Revolving Loan Commitment to $0. In addition, Borrowers Borrower may at any time on at least 10 ten (10) days’ ' prior written notice by Borrower Representative to Administrative Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee set forth in Section 1.9(c), if any, plus payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a (i) any permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the Inventory Cap and (ii) if after giving effect to such reduction or termination the Revolving Loan Commitment is less than $175,000,000, then the L/C Sublimit. Each notice Sublimit and Swing Line Commitment shall be reduced pro rata (it being understood that the amount of partial prepayment the first such reduction in the L/C Sublimit and Swing Line Commitment shall designate be calculated with respect to the Borrower whose aggregate amount of all reductions of the Revolving Credit Advances are to be repaid and identify Loan Commitment since the particular Revolving Credit Advances to be repaidClosing Date).

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) daysBusiness Days’ prior written notice by Borrower Representative to Agent and Canadian Lender (i) prepay the Revolving Credit Advances and Canadian Advances, as applicable, and, if no Revolving Credit Advances are then outstanding, the First Funded Revolving Credit Advances, and (ii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such reductions shall be in a minimum amount of $5,000,000 3,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$100,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 ten (10) days’ prior written notice by Borrower Representative to Agent and Canadian Lender terminate the First Funded Revolving Loan Commitment and the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other non-contingent Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction of the Revolving Loan Commitment or termination of the First Funded Revolving Loan Commitment and the Revolving Loan Commitment must be accompanied by the payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction of the Revolving Loan Commitment or termination of the First Funded Revolving Loan Commitment and Revolving Loan Commitment, each Borrower’s as the case may be, Borrowers’ right to request First Funded Revolving Credit Advances, Revolving Credit Advances and/or Canadian Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower Borrowers may at any time pursuant to written notice (or telephonic notice promptly confirmed in writing by telecopy or overnight delivery) by Borrower Representative to Agent (i) voluntarily prepay prepay, without penalty or premium, all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten Loans and/or (10ii) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 500,000 and integral multiples of $250,000 100,000 in excess of such amountamount (unless the outstanding principal balance of the Revolving Loans immediately prior to such reduction is less than $500,000 or any such integral multiple, in which case the prepayment shall be in the entire amount of such outstanding principal balance), (B) the Revolving Loan Commitment shall not be reduced to an amount less than the sum of (i) the amount of the Revolving Loan then outstanding plus (ii) all amounts owing by any Credit Party under the Swingline Loan Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) then outstandingoutstanding (if any), and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i) and (D) any such payments shall be applied in accordance with Section 1.3(c). In additionNotwithstanding any of the foregoing, Borrowers may may, without penalty or premium except as set forth in the GE Capital Fee Letter, at any time on at least 10 daysfive (5) Business Days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other non-contingent Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fees required by the GE Capital Fee Letter, if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time on at least three (3) Business Days' prior written notice to Term Loan Administrative Agent, voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten (10) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan CommitmentTerm Loan; provided, PROVIDED that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amountamount and shall be accompanied by payment of any LIBOR funding breakage costs in accordance with SECTION 1.13(B). Each notice of partial prepayment shall designate the Obligations to which such prepayment is to be applied; PROVIDED that any partial prepayments of the Term Loan shall prepay the remaining scheduled installments of the Term Loan on a PRO RATA basis. Borrower may at any time on at least three (3) Business Days' prior written notice to Revolving Facility Administrative Agent, permanently reduce or terminate the Revolving Loan Commitment; PROVIDED that (i) any such prepayments or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount and shall be accompanied by payment of any LIBOR funding breakage costs in accordance with SECTION 1.13(B), (Bii) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (Ciii) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(iSECTION 1.3(B)(I). In addition, Borrowers may at any time on at least 10 days’ prior written notice by Borrower Representative to Agent terminate (iv) upon the termination of the Revolving Loan Commitment; provided, that upon such termination, all Commitment the Revolving Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any such payment resulting from ANNEX B hereto, (v) in the case of a partial reduction of the Revolving Commitment, the aggregate principal amount of the Term Loan then outstanding shall be less than $50,000,000 and (vi) in the case of a termination of the Revolving Commitment, the Term Loan Commitment must be accompanied by payment Termination Date shall have occurred on or prior to such termination. Borrower shall not at any time voluntarily prepay any Revolving Loan, except in connection with (i) a concurrent issuance of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs Letters of Credit in accordance with Section 1.13(b). Upon any ANNEX B in aggregate amount equal to the aggregate principal amount of such Revolving Loan being prepaid and (ii) a concurrent permanent reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, Commitment as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction permitted in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are to be repaid and identify the particular Revolving Credit Advances to be repaidthis SECTION 1.3.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten (10) 5 days’ ' prior written notice by Borrower Representative to Agent Agent, permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, $40,000,000 and (C) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(i). In addition, Borrowers Borrower may at any time on at least ten 10 days’ ' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loan or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty, subject to Section 1.13(b)(i). Borrowers may at any time on at least ten (10) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any such payment resulting from termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are to be repaid and identify the particular Revolving Credit Advances to be repaid.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ ' prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such reductions shall be in a minimum amount of $5,000,000 1, 000,000 and integral multiples of $250,000 1,000,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$45,000,000, and (C) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(i). In addition, Borrowers Borrower may at any time on at least 10 ten (10) days’ ' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loan or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time on at least five (5) days’ prior written notice to Agent voluntarily prepay all or part of the Term Loan B; provided that any such prepayments shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount. Borrower shall not voluntarily prepay the Term Loan C until the Revolving Loans and the Term Loan B have been repaid in full, all commitments to make Revolving Loans hereunder have terminated and all then outstanding Letters of Credit Advances made to such have been cash collateralized or otherwise satisfied in accordance with Annex B hereunder. In addition, Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten (10) 5 days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such reductions shall be in a minimum amount of $5,000,000 3,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(i). In addition, Borrowers Borrower may at any time on at least ten 10 days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment of any Term Loan and voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loan or other Obligations to which such prepayment is to be repaid and identify applied; provided that any partial prepayments of any Term Loan made by Borrower shall be applied to prepay the particular Revolving Credit Advances to be repaidscheduled installments of the applicable Term Loans in inverse order of maturity.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten three (103) daysBusiness Days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 1,000,000 and integral multiples of $250,000 500,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$25,000,000, and (C) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(i). In addition, Borrowers Borrower may at any time on at least 10 days’ three (3) Business Days prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loan or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaid.applied

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ ' prior written notice by Borrower Representative to Agent (i) voluntarily prepay all or part of any of the Term Loans and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such reductions shall be in a minimum amount of $5,000,000 1, 000,000 and integral multiples of $250,000 1,000,000 in excess of such amount, and any such prepayments shall be in a minimum amount of $100,000 and integral multiples of $25,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$45,000,000, and (C) after giving effect to such reductions, Borrowers Borrower shall comply with Section 1.3(b)(i). In addition, Borrowers Borrower may at any time on at least 10 ten (10) days’ ' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s 's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loan or other Obligations to which such prepayment is to be repaid and identify applied; provided, that any partial prepayments of the particular Revolving Credit Advances Term Loan A shall be applied to prepay the scheduled installments of the Term Loan A in inverse order of maturity. Notwithstanding any of the foregoing to the contrary, any Lender holding all or any portion of the Term Loan B may decline to accept any voluntary prepayment under this Section 1.3(a) (other than the amounts in respect to which no prepayment Fee is required to be repaidpaid in respect of the Term Loan B pursuant to Section 1.9(c)), in which case such prepayment shall be applied to the scheduled installments of the Term Loan A in inverse order of maturity.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$50,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 ten (10) days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, behalf shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower Borrowers may at any time time, upon written notice received by Agent by 1:00 p.m. (New York time) (x) in the case of a prepayment of a LIBOR Loan, at least two (2) Business Days prior to such prepayment or (y) in the case of a prepayment of an Index Rate Loan, on the date of such prepayment, (i) voluntarily prepay all or part of the Term Loan, (ii) permanently reduce or terminate the Term Loan Commitment and/or (iii) permanently reduce (but not terminate) the Revolving Credit Advances made Loan Commitment; provided that (A) any such prepayments or reductions shall be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount (it being understand that corresponding prepayments of the Term Loan and the CapitalSource Term Loan shall be aggregated in determining compliance with such minimum amounts), (B) no Term Loan Commitment shall be reduced to an amount less than the Term Loan outstanding thereunder, (C) the Revolving Loan Commitment shall not be reduced to an amount less than the Revolving Loan outstanding, (D) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i) and (E) each prepayment of all or any part of the Term Loan shall be made with a concurrent and proportionate prepayment of the CapitalSource Term Loan. Borrower at any time or from time to time without premium or penalty. Borrowers Representative may at any time on at least ten (10) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and full, all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto and all Commitments shall automatically be terminated. Any such payment resulting from termination voluntary prepayment of the Revolving Loan Commitment Loans must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations any fee required under Section 1.9(d) and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s Borrowers’ right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit, except to the extent that the Revolving Loan Commitment is reduced below the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loan or other Obligations to which such prepayment is to be repaid and identify applied; provided that any partial prepayments of the particular Term Loan shall be applied to prepay the scheduled installments thereof on a pro rata basis. All reductions of the Revolving Credit Advances Loan Commitment shall be applied ratably to be repaidthe portion thereof held by each Revolving Lender as determined by its Pro Rata Share.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ prior written notice by Borrower Representative to Agent (i) voluntarily prepay all or any part of the Loans and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 500,000 and integral multiples of $250,000 100,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$1,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 ten (10) days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b1.11(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s Borrowers’ right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C SublimitSublimit or the Swing Line Commitment. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower Borrowers may at any time on at least 5 days’ prior written notice by Borrowers to Agent (i) voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time Loan or from time to time without premium or penalty. Borrowers may at any time on at least ten the Term Loan and/or (10ii) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 500,000 and integral multiples of $250,000 100,000 in excess of such amount, amount and (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 days’ prior written notice by Borrower Representative Borrowers to Agent terminate the Revolving Loan Commitment; provided, that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify applied; provided that any partial prepayments of the particular Revolving Credit Advances Term Loan made by or on behalf of any Borrower shall be applied pro rata to be repaidthe remaining scheduled installments of principal of the Term Loan.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower may at any time voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten five (105) days’ prior written notice by Borrower Representative to Agent (i) voluntarily prepay all or part of the Term Loans; provided that any such prepayments shall be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount; provided further that no such prepayment shall be made unless there is $15,000,000 of Borrowing Availability after giving effect to any such prepayment; and/or (ii) permanently reduce (but not terminateterminate in whole) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 1,000,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan plus the Swingline Loan then outstanding$25,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least 10 ten (10) days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. B hereto. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fee required by Section 1.7(d), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b1.11(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Any voluntary prepayment of the Term Loans must be accompanied by payment of any LIBOR funding breakage costs in accordance with Section 1.11(b). Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify applied; provided that any partial prepayments of the particular Term Loans made by or on behalf of any Borrower shall be applied to prepay the scheduled installments of such Borrower’s Term Loans in inverse order of maturity. Notwithstanding the foregoing, if at the time of any partial prepayment of the Term Loan made by or on behalf of any Borrower, the outstanding balance of the Revolving Credit Advances Loan is $0, then such voluntary prepayment shall be applied, pro rata, to be repaidall remaining scheduled installments of such Borrower’s Term Loan.

Voluntary Prepayments; Reductions in Revolving Loan Commitments. Any Borrower Borrowers may at any time pursuant to written notice (or telephonic notice promptly confirmed in writing by telecopy or overnight delivery) by Borrower Representative to Agent (i) voluntarily prepay prepay, without penalty or premium, all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty. Borrowers may at any time on at least ten Loans and/or (10ii) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 500,000 and integral multiples of $250,000 100,000 in excess of such amountamount (unless the outstanding principal balance of the Revolving Loans immediately prior to such reduction is less than $500,000 or any such integral multiple, in which case the prepayment shall be in the entire amount of such outstanding principal balance), (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (i) the amount of the Revolving Loan plus the Swingline Loan then outstandingoutstanding and (ii) $75,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In additionNotwithstanding any of the foregoing, Borrowers may may, without penalty or premium except as set forth in the GE Capital Fee Letter, at any time on at least 10 daysfive (5) Business Days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, provided that upon such termination, all Loans and other non-contingent Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any such payment resulting from voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the Loans and other Obligations and Fees required by the GE Capital Fee Letter, if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances or Export-Related Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower whose Revolving Credit Advances are Loans or other Obligations to which such prepayment is to be repaid and identify the particular Revolving Credit Advances to be repaidapplied.