Common use of Waivable Mandatory Prepayment Clause in Contracts

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment pursuant to Section 2.14(a) through (d) (other than any mandatory prepayment with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness or Replacement Term Loans) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five three (3) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is are required to make such Waivable Mandatory Prepayment, the Borrower shall will notify the Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such its option to refuse any Waivable Mandatory Prepayment by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall will be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall will pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall will be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which as prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall will be further applied to the scheduled installments of principal of the Tranche A Term Loans of Lenders not electing to exercise such option, in accordance with Section 2.15(b)), with any excess after such prepayment balance of the Tranche A Term Loans being further applied in accordance with clauses second through sixth Waivable Mandatory Prepayment to be retained by the Borrower and used for any purpose permitted by the terms of Section 2.15(b)this Agreement.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment pursuant to Section 2.14(a) through (c) (other than any mandatory prepayment with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall will notify the Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such its option to refuse any Waivable Mandatory Prepayment by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall will be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall will pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall will be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which as prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall will be further applied to the scheduled installments of principal of the Tranche A Term Loans of Lenders not electing to exercise such option, in accordance with Section 2.15(b)), with any excess after such prepayment balance of the Tranche A Term Loans being further applied in accordance with clauses second through sixth Waivable Mandatory Prepayment to be retained by the Borrower and used for any purpose permitted by the terms of Section 2.15(b)this Agreement.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Loan Parties are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three (3) Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is the Loan Parties are required to make such Waivable Mandatory Prepayment, Lead Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Lead Borrower and Administrative Agent of its election to do so, or if it elects not to do so and other Lenders elect to exercise such option, if it elects to receive its pro rata share of the portion of such Waivable Mandatory Prepayment that such other Lenders have elected to refuse, in each case on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Lead Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionoption to refuse such Waivable Mandatory Prepayment and not to exercise the option to receive its pro rata share of the portion of such Waivable Mandatory Prepayment that other Lenders have elected to refuse, if any). On the Required Prepayment Date, Lead Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionoption to refuse such Waivable Mandatory Prepayment, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans Loan in accordance with Section 2.15(b2.14(a)), (ii) to the extent of any excess, ratably to Lenders that have elected to receive the portion of such Waivable Mandatory Prepayment that such other Lenders have elected to refuse, until paid in full (which prepayment shall be applied to the scheduled Installments of principal of the Term Loan in accordance with Section 2.14(a)), and (iiiii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Lead Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Revolving Loans are outstanding, in the event a Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower is required to make such Waivable Mandatory Prepayment, such Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender Bank holding an outstanding Tranche B Term Loan of the amount of such LenderBank’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderBank’s option to refuse such amount. Each such Lender Bank may exercise such option by giving written notice to such Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender Bank which does not notify such Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, such Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied in accordance with Section 2.15(b) (i) in an amount equal to that portion except prepayments of the Waivable Mandatory Prepayment payable B Term Loans shall only be applied to those Lenders the B Term Loans of such Banks that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three (3) Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so, or if it elects not to do so and other Lenders elect to exercise such option, if it elects to receive its pro rata share of the portion of such Waivable Mandatory Prepayment that such other Lenders have elected to refuse, in each case on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionoption to refuse such Waivable Mandatory Prepayment and not to exercise the option to receive its pro rata share of the portion of such Waivable Mandatory Prepayment that other Lenders have elected to refuse, if any). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionoption to refuse such Waivable Mandatory Prepayment, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans Loan in accordance with Section 2.15(b2.14(a)), (ii) to the extent of any excess, ratably to Lenders that have elected to receive the portion of such Waivable Mandatory Prepayment that such other Lenders have elected to refuse, until paid in full (which prepayment shall be applied to the scheduled Installments of principal of the Term Loan in accordance with Section 2.14(a)), and (iiiii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option to refuse its Pro Rata Share of such Waivable Mandatory Prepayment (such refused amount of all such Lenders, the “Refused Proceeds”) by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall (i) pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, less the Refused Proceeds, which such remaining amount shall be applied (i) in an amount equal to that portion prepay the Term Loans of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders option (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.16(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise retain any Refused Proceeds or use such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with Refused Proceeds for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)other purpose permitted hereunder.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower Representative is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, pursuant to Section 2.14, not less than five (5) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower Representative is required to make such Waivable Mandatory Prepayment, the Borrower Representative shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will shall promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Representative and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower Representative and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the applicable Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments Installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment ) and further applied to the scheduled Installments of principal of the Tranche A B Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment other than a prepayment required under Section 2.10(d) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such LenderXxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderXxxxxx’s option to refuse such amountamount (such amounts, if any, refused by the Lenders pursuant to this Section 2.12(c), “Declined Mandatory Prepayment Proceeds”). Each such Lender may exercise such option by giving written notice to Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory PrepaymentPrepayment not declined by the Lenders, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.12(b)), and (ii) in an amount equal to that portion of the . In connection with each Waivable Mandatory Prepayment otherwise payable Prepayment, the Borrower shall make a representation to those the Lenders that have elected it does not possess Private-Side Information that has not been disclosed to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall Private Lenders and that may be further applied material to the scheduled installments decision of principal of the Tranche A Term Loans a Lender to participate in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Waivable Mandatory Prepayment.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event if either Borrower is required to make any mandatory prepayment of a Class of Term Loans pursuant to Sections 2.13(c)(iv), (v), (vi) or (vii) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five three (3) Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower is required to make such Waivable Mandatory Prepayment, such Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan Loans of such Class of the amount of such Lender’s Pro Rata Share pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amountamount (but in the case of mandatory prepayments under Section 2.13(c)(vi), solely to the extent that such prepayment does not represent a refinancing of such Class of Term Loans). Each such Lender may exercise such option by giving written notice to such Borrower and the Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any such Lender which does not notify such Borrower and the Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Applicable Borrower shall pay to Administrative Agent the retain that amount of the Waivable Mandatory PrepaymentPrepayment with respect to which each Lender, which if any, shall have exercised its option to refuse (any such amount shall be applied (i) in an amount equal to that portion of retained by either Borrower, the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b“Retained Declined Proceeds”).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansNotes, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent Purchasers of the amount of such prepayment, prepayment and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such LenderPurchaser’s option to elect not to receive its Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amountPrepayment. Each such Lender Purchaser may exercise such option by giving written notice to Borrower and Administrative Agent Company of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which Purchaser that does not notify Borrower and Administrative Agent Company of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent Purchasers the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders Purchasers that have elected not to exercise such option, to prepay the Tranche B Term Loans Notes of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b))Purchaser, and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Company for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share Applicable Percentage of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, (i) the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment that is payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with the terms of this Section 2.15(b)2.05), and (ii) in an amount equal to that the portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, option (“Declined Proceeds”) may be retained by the Borrower to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with used for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)purpose not prohibited hereunder.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option to refuse its Pro Rata Share of such Waivable Mandatory Prepayment (such refused amount of all such Lenders, the “Refused Proceeds”) by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third second Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third second Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall (i) pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, less the Refused Proceeds, which such remaining amount shall be applied (i) in an amount equal to that portion prepay the Term Loans of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders option (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise retain any Refused Proceeds or use such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with Refused Proceeds for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)other purpose permitted hereunder.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before 12:00 noon (New York City time) on the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) on the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments Installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the ; provided that if no Tranche A Term Loans being further are outstanding at the time of such prepayment, the amount equal to that portion of the Waivable Mandatory Prepayment that would have been paid to the Lenders with Tranche A Term Loans shall be applied first, in accordance with clauses second through sixth fifth of Section 2.15(b) and second, to repay loans under the Second Lien Credit Agreement in accordance with the terms thereof; provided further, that in the case of prepayments under Section 2.14(d), if the lenders under the Second Lien Credit Agreement exercise their option under Section 2.15(b) of the Second Lien Credit Agreement to waive the repayment of the loans under the Second Lien Credit Agreement with such portion of the amount of the Waivable Mandatory Prepayment, such amount shall be applied to the Tranche B Term Loans and Lenders holding outstanding Tranche B Term Loans shall not have the right to waive such repayments; provided further, that in the case of prepayments under Section 2.14(a), Borrower shall have the option, upon notice to Administrative Agent no later than 5:00 p.m. (New York City time) on the first Business Day prior to the Required Prepayment Date, to reinvest that portion of the amount of the Waivable Mandatory Prepayment as to which the Lenders holding Tranche B Term Loans have elected to exercise the option to waive set forth above within the later of (x) three months after the Required Prepayment Date and (y) the latest date permitted for reinvestment of Net Asset Sale Proceeds under Section 2.14(a).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B C Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B C Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, which shall be applied to prepay the Tranche B C Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B C Term Loans in accordance with Section 2.15(b)), and (ii) in . Company shall be entitled to retain an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)used for general business purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option (each such Lender, a “Waiving Lender”) by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) first, in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders Lenders, if any, that have elected not to exercise such optionoption (such Lenders, the “Non-Waiving Lenders”), to prepay the Tranche B Term Loans of such the Non-Waiving Lenders (which prepayment shall be applied on a pro rata basis to the remaining scheduled Installments installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)(including the amount due on the Term Loan Maturity Date) of the Non-Waiving Lenders), and (ii) second, in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to the Waiving Lenders, to prepay the Term Loans of those Lenders Non-Waiving Lenders, if any, that have elected to exercise require the prepayment of that portion of the Waivable Mandatory Prepayment applicable to Waiving Lenders to the prepayment of such option, to prepay the Tranche A Non-Waiving Lenders’ Term Loans (which prepayment shall be further applied on a pro rata basis to the remaining scheduled installments of the principal of the Tranche A Term Loans in accordance with Section 2.15(b)(including the amount due on the Term Loan Maturity Date) of such Non-Waiving Lenders), with any excess after such (iii) third, to the extent remaining, to the prepayment of the Tranche A Term Revolving Loans being further applied in accordance with clauses second through sixth and the cash collateralization of Section 2.15(b)outstanding Letters of Credit to the full extent thereof, without a permanent reduction of the Revolving Loan Commitments, and (iv) fourth, to the extent remaining, to Borrower.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment other than a prepayment required under Section 2.10(d) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amountamount (such amounts, if any, refused by the Lenders pursuant to this Section 2.12(c), “Declined Mandatory Prepayment Proceeds”). Each such Lender may exercise such option by giving written notice to Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory PrepaymentPrepayment not declined by the Lenders, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.12(b)), and (ii) in an amount equal to that portion of the . In connection with each Waivable Mandatory Prepayment otherwise payable Prepayment, the Borrower shall make a representation to those the Lenders that have elected it does not possess Private-Side Information that has not been disclosed to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall Private Lenders and that may be further applied material to the scheduled installments decision of principal of the Tranche A Term Loans a Lender to participate in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Waivable Mandatory Prepayment.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any a mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.14, not less than five then Company shall, within two Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make of knowledge of such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent in writing of the amount of such prepayment, and Administrative Agent will shall promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice, or telephonic notice followed within one Business Day with written notice, to Borrower Company and Administrative Agent of its election to do so so, on or before noon New York time on the third second Business Day prior to following receipt of Company’s notice (the “Required Prepayment Date Date”) (it being understood that any Lender which that does not notify Borrower Company and Administrative Agent of its election to exercise such option by noon New York time on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, option to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that . Such portion of the Waivable Mandatory Prepayment otherwise not payable due to those Lenders that have elected the election by any Lender to exercise such option, waive rights to prepay the Tranche A Term Loans (which prepayment Waivable Prepayment shall be further applied offered to any Lender, who shall have the scheduled installments right to receive such Lender’s pro rata share (as between those non-waiving Lenders) of principal any additional amounts of the Tranche A Term Loans Waivable Prepayment waived by other Lenders; provided, however, that no Lender shall receive or be paid any amount in accordance with Section 2.15(b)), with any excess after of such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Lender’s Loan Exposure.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A B Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three (3) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse elect to decline payment of such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (each, a “Declining Lender”) (it being understood that any Lender which that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionthe non-Declining Lenders, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), ) and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionthe Declining Lenders, to prepay the Tranche A Term Loans of the non-Declining Lenders (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans Installments in accordance with Section 2.15(b)), with ; provided that in the event any excess after such prepayment amount of the Tranche A Term Loans being further applied Waivable Mandatory Prepayment is outstanding after the non-Declining Lenders have been repaid in accordance with clauses second through sixth of Section 2.15(b)full, such outstanding amount shall be returned to the Borrower.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment pursuant to Section 2.2(b)(i) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory PrepaymentPrepayment (the “Required Prepayment Date”), the Borrower shall notify Administrative the Agent of the amount of such prepayment, and Administrative the Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and Administrative the Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and Administrative the Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). Any portion of the Waivable Mandatory Prepayment that has been waived by any Lender shall be offered to all Lenders which have not declined proceeds of the applicable prepayment event (on a pro rata basis as among such non-declining Lenders) and each such Lender may elect to accept such proceeds on or before the Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Agent of its election to exercise such option on or before the Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to Administrative the Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) be applied in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise waive such optionpayment, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.2(b)(iii)), and (ii) in an amount equal with respect to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany remaining balance, to prepay the Tranche A Term Loans (which prepayment shall be further applied returned to the scheduled installments of principal of Borrower (in which event the Tranche A Term Loans in accordance with Section 2.15(b)), with Borrower may use the proceeds for any excess after such prepayment of purpose not prohibited by the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(bCredit Documents).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”"WAIVABLE MANDATORY PREPAYMENT") of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”"REQUIRED PREPAYMENT DATE") on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s Requisite Lenders' option to refuse such amount. Each such Lender may vote on whether such Lender would like to exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On If Requisite Lenders elect to accept the prepayment, on the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(bSECTION 2.12(a)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).Company for working capital and general corporate purposes. 30 CREDIT AND GUARANTY AGREEMENT

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.15(a)), and (ii) in an unless otherwise consented to by Requisite Lenders. To the extent any remaining amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise constitutes Consolidated Excess Cash Flow, such option, to prepay the Tranche A Term Loans (which prepayment amount shall be further applied to the scheduled installments of principal of the Tranche A Term Loans prepaid in accordance with Section 2.15(b)), with any excess after such prepayment 2.14(d) of the Tranche A Term Loans being further applied in accordance with clauses second through sixth First Lien Credit Agreement, without giving effect to Section 2.15(c) of Section 2.15(b)the First Lien Credit Agreement. Any remaining amount of the Waivable Mandatory Prepayment not constituting Consolidated Excess Cash Flow shall be retained by Borrower and used for any purpose not prohibited by this Agreement or the other Credit Documents.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.10 (other than Section 2.11(c)), not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is Borrowers are required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before 10:00 a.m. on the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.11(a)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower Representative is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, pursuant to Section 2.14, not less than five (5) Business Days prior to the date (the “Required Prepayment Date”) on which the 95 Borrower Representative is required to make such Waivable Mandatory Prepayment, the Borrower Representative shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will shall promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Representative and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower Representative and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the applicable Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments Installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment ) and further applied to the scheduled Installments of principal of the Tranche A B Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Lenders.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Term Administrative Agent of the amount of such prepayment, and Term Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Term Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Term Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Term Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal . To the extent any Lender has elected to that portion refuse its Pro Rata Share of the such Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise Prepayment, such option, to prepay the Tranche A Term Loans (which prepayment amount shall be further applied to retained by Borrower (such amount, the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b“Borrower Retained Prepayment Amount”).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are Loan is outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoan pursuant to clause (e) of this Section 2.05, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with clause (i)(C) of this Section 2.15(b)2.05), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans of those Lenders that have elected not to exercise such option (which prepayment shall be further applied to the scheduled installments Installments of principal of the Tranche A Term Loans Loan in accordance with clause (i)(C) of this Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b2.05).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A U.S. Term Loans are outstanding, in the event Borrower is Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is Borrowers are required to make such Waivable Mandatory Prepayment, Borrower Borrowers shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Borrowers and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Borrowers and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A U.S. Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A U.S. Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoan, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans Loan of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans Loan in accordance with Section 2.15(b2.10(a)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.10(a), 2.10(b) or 2.10(c)(ii), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to Lenders. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), Securities and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Exchange Commission.

Waivable Mandatory Prepayment. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment under Section 2.14 of the Term Loans (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse decline such amountprepayment. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day one day prior to the Required Prepayment Date (it being understood that any Lender which that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day one day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those the Lenders holding an outstanding Term Loan that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that . Such portion of the Waivable Mandatory Prepayment otherwise not payable due to those Lenders that have elected the election by any Lender to exercise such option, waive rights to prepay the Tranche A Term Loans (which prepayment Waivable Mandatory Prepayment shall be further applied offered to the scheduled installments non-waiving Lenders, which shall have the right to receive their pro rata shares of principal any additional amounts of the Tranche A Waivable Mandatory Prepayment waived by other Lenders; provided, however, that no Lender shall receive or be paid any amount in excess of such Lender’s Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Loan Exposure.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower the Company is required to make any a mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Loans whether pursuant to Section 2.14 herein or as a result of an exercise by any First-Lien Lender and any Second-Lien Lender of its right to waive a mandatory prepayment pursuant to the First-Lien Term LoansLoan Agreement and the Second-Lien Term Loan Agreement, not less than five respectively, then Company shall, within two Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make of knowledge of such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent in writing of the amount of such prepayment, and Administrative Agent will shall promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice, or telephonic notice followed within one Business Day with written notice, to Borrower Company and Administrative Agent of its election to do so so, on or before noon New York time on the third second Business Day prior to following receipt of the Company’s notice (the “Required Prepayment Date (Date”), it being understood that any Lender which that does not notify Borrower Company and Administrative Agent of its election to exercise such option by noon New York time on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, option to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that . Such portion of the Waivable Mandatory Prepayment otherwise not payable due to those Lenders that have elected the election by any Lender to exercise such option, waive rights to prepay the Tranche A Term Loans (which prepayment Waivable Prepayment shall be further applied offered to any Lender, who shall have the right to receive such Lender’s pro rata share (as between those non-waiving Lenders) of any additional amounts of the Waivable Prepayment waived by other Lenders; provided, however, that no Lender shall receive or be paid any amount in excess of such Lender’s Loan Exposure. In the event all Lenders have waived their rights to receive the Waivable Prepayment, the Company shall retain such portion of the Waivable Prepayment not payable due to the scheduled installments of principal of election by Lenders to waive their rights to the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after Waivable Prepayment and such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)portion may be used for general corporate or other working capital purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower Representative is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.14, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower Representative is required to make such Waivable Mandatory Prepayment, the Borrower Representative shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will shall promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Representative and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower Representative and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the U.S. Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.15(c)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments Installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment 2.15(c) and further applied to the scheduled Installments of principal of the Tranche A B Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)2.15(c)).[Reserved].

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans or New Term Loans are outstandingoutstanding or undrawn Term Loan Commitments remain in effect, in the event Borrower Company is required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “"Required Prepayment Date”") on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.13(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to (x) prepay the Tranche A Term Loans and New Term Loans and/or (y) to reduce the Term Loan Commitments (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A such Term Loans in accordance with Section 2.15(b2.13(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment under Section 2.10(b) above or clause (i) of Section 7.10 (each, a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three (3) Business Days prior to the date (the each, a “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory PrepaymentPrepayment (or, in the case of a proposed Optional Junior Payment pursuant to clause (i) of Section 7.10, the date of such proposed Optional Junior Payment), the Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Date the Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to prepay the scheduled Installments of principal of the Tranche B Term Loans of such Lenders and then reduce Revolving Credit Commitments in accordance with Section 2.15(b2.10(b)(vi)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrower.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.15)), and (ii) in an . The remaining amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to retained by Company and used for any purpose not prohibited by this Agreement or the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)other Credit Documents.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share Applicable Percentage of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amountPrepayment. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 5:00 p.m., New York City time, on the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, (i) the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment that is payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with the terms of this Section 2.15(b)2.05), and (ii) in an amount equal to that the portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, option (“Declined Proceeds”) may be retained by the Borrower to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with used for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)purpose not prohibited hereunder.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option to refuse its Pro Rata Share of such Waivable Mandatory Prepayment (such refused amount of all such Lenders, the “Refused Proceeds”) by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall (i) pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, less the Refused Proceeds, which such remaining amount shall be applied (i) in an amount equal to that portion prepay the Term Loans of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders option (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.16(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise retain any Refused Proceeds or use such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with Refused Proceeds for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).other purpose permitted hereunder. 80

Waivable Mandatory Prepayment. Anything contained herein Notwithstanding anything to the contrary notwithstandingcontained in this Article II or elsewhere in this Agreement, so long as any the Borrower shall, give the Tranche A Term Loans are outstandingC Lenders with outstanding Tranche C Loans, in the event Borrower is required option to make any waive their pro rata share of a mandatory prepayment of DIP Loans to be made pursuant to Section 2.13Section 2.13 (each such prepayment, a “Waivable Mandatory Prepayment”) upon the terms and provisions set forth in this Section 2.16Section 2.16. In the event that any such Tranche C Lender with outstanding Tranche C Loans desires to waive its pro rata share of such Tranche C Lender’ sLender’s right to receive any such Waivable Mandatory Prepayment in whole or in part, such DIP Lender shall so advise the Tranche B Term Loans, not less Administrative Agent no later than five 4:00 P.M. (New York time) on the date which is four (4) Business Days prior after the date of such notice from the Administrative Agent (and the Administrative Agent shall promptly thereafter notify the Borrower thereof), which notice shall also include the amount such Tranche C Lender desires to receive in respect of such prepayment. If any Tranche C Lender with outstanding Tranche C Loans does not reply to the date Administrative Agent within such four (4) Business Day period, such DIP Lender will be deemed not to have waived any part of such prepayment. If any DIP Lender with outstanding Tranche C Loans does not specify an amount it wishes to receive, such Tranche C Lender will be deemed to have accepted 100% of its share of such prepayment. In the “Required Prepayment Date”) on which Borrower is required to make event that any such Tranche C Lender waives all or part of its share of any such Waivable Mandatory Prepayment, such waived amounts shall be distributed to the other Tranche C Lenders on a pro rata basis, provided that if all Tranche C Lenders waive such prepayment, the Borrower shall notify Administrative Agent retain 100% of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)waived.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is the Borrowers are required to make such Waivable Mandatory Prepayment, Borrower the Borrowers shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share Applicable Percentage of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Main Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Main Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower (i) the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment that is payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with the terms of this Section 2.15(b)2.05), and (ii) in an amount equal to that the portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, option (“Declined Proceeds”) may be retained by the Borrowers to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with used for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)purpose not prohibited hereunder.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.14 (other than Section 2.14(e)), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is the Borrowers are required to make such Waivable Mandatory Prepayment, the Borrower Representative shall notify Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Representative and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower Representative and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower the Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share Applicable Percentage of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, (i) the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment that is payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with the terms of this Section 2.15(b)2.05), and (ii) in an amount equal to that the portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, option (“Declined Proceeds”) may be retained by the Borrower to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with used for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)purpose not prohibited hereunder.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.10 (other than Section 2.11(c)), not less than five Business Days [***] prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.11(a)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Company for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share Applicable Percentage of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, (i) the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment that is payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with the terms of this Section 2.15(b)2.05), and (ii) in an amount equal to that the portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, option (“Declined Proceeds”) may be retained by the Borrower to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with used for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)purpose not prohibited hereunder.

Waivable Mandatory Prepayment. Anything contained herein to Notwithstanding the contrary notwithstandingother provisions of this Section 2.10, so long as any Tranche A Term Loans are outstanding, in the event if Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of under Section 2.10(g), then promptly after receiving notice thereof from Borrower in accordance with Section 2.10(i), the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent will notify each Term Lender holding outstanding Term Loans of the amount of such prepaymentTerm Lender’s ratable share of such prepayment to be applied toward reducing such Term Lender’s outstanding Term Loans, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B such Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Term Lender may exercise its option to refuse such option amount by giving written notice thereof (which may be by telecopy) to Borrower and the Administrative Agent of its election to do so on or before 11:00 a.m., New York City time, five Business Days before the third Business Day prior to the Required Prepayment Date date of such prepayment (it being understood that any Term Lender which that does not so notify Borrower and the Administrative Agent of its election to exercise within such option on or before the third Business Day prior to the Required Prepayment Date shall time will be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that That portion of such mandatory prepayment creditable to the Waivable Mandatory Prepayment payable to those Term Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment refuse their ratable shares in accordance with this Section 2.10(j) shall be ratably applied to the scheduled Installments of reduce such Term Lenders’ principal of the Tranche B Term Loans amounts outstanding in accordance with Section 2.15(b2.10(h). To the extent there are mandatory prepayment amounts remaining after the application described above in this Section 2.10(j), then the Administrative Agent will promptly notify each Revolving Lender of the amount of such Revolving Lender’s ratable share of such prepayment to be applied toward reducing such Revolving Lender’s outstanding Revolving Loans and permanently reducing such Revolving Lender Revolving Commitments, and such Revolving Lender’s option to refuse such amount. Each such Revolving Lender may exercise its option to refuse such amount by giving written notice thereof (iiwhich may be by telecopy) to Borrower and the Administrative Agent on or before 11:00 a.m., New York City time, one Business Day before the date of such prepayment (it being understood that any Revolving Lender that does not so notify Borrower and the Administrative Agent within such time will be deemed to have elected, as of such date, not to exercise such option). That portion of such mandatory prepayment creditable to the Revolving Lenders that have elected not to refuse their ratable shares in an accordance with this Section 2.10(j) shall be ratably applied to reduce such Revolving Lenders’ principal amounts outstanding and to further permanently reduce such Revolving Lenders’ Revolving Commitments by the amount equal of such prepayment and then, to that the extent of any remaining portion of the Waivable Mandatory Prepayment otherwise payable mandatory prepayment amounts, to those further permanently reduce such Revolving Lenders’ Revolving Commitments to the full extent thereof, all in accordance with Section 2.10(h). That portion of such mandatory prepayment creditable to the Term Lenders and Revolving Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans refuse their ratable shares in accordance with this Section 2.15(b))2.10(j) shall be, if not already paid hereunder, retained by Borrower, or if already paid hereunder, promptly credited to an account maintained with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Administrative Agent as directed by Borrower.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, the Classes of Term Loans to be repaid (subject to the limitations set forth in Section 2.15(b)) and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B C Term Loan and/or Tranche C-2 Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment with respect to such Class and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, which shall be applied to prepay the Tranche B C Term Loans and Tranche C-2 Term Loans, as applicable, of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B C Term Loans in accordance with Section 2.15(b)), and (ii) in . Company shall be entitled to retain an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)used for general business purposes.

Waivable Mandatory Prepayment. Anything contained herein to Notwithstanding the contrary notwithstandingother provisions of this Section 2.10, so long as any Tranche A Term Loans are outstanding, in the event if Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of under Section 2.10(g), then promptly after receiving notice thereof from Borrower in accordance with Section 2.10(i), the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent will notify each Term Lender holding outstanding Term Loans of the amount of such prepaymentTerm Lender's ratable share of such prepayment to be applied toward reducing such Term Lender's outstanding Term Loans, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B such Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amount. Each such Term Lender may exercise its option to refuse such option amount by giving written notice thereof (which may be by telecopy) to Borrower and the Administrative Agent of its election to do so on or before 11:00 a.m., New York City time, five Business Days before the third Business Day prior to the Required Prepayment Date date of such prepayment (it being understood that any Term Lender which that does not so notify Borrower and the Administrative Agent of its election to exercise within such option on or before the third Business Day prior to the Required Prepayment Date shall time will be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that That portion of such mandatory prepayment creditable to the Waivable Mandatory Prepayment payable to those Term Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment refuse their ratable shares in accordance with this Section 2.10(j) shall be ratably applied to the scheduled Installments of reduce such Term Lenders' principal of the Tranche B Term Loans amounts outstanding in accordance with Section 2.15(b2.10(h). To the extent there are mandatory prepayment amounts remaining after the application described above in this Section 2.10(j), then the Administrative Agent will promptly notify each Revolving Lender of the amount of such Revolving Lender's ratable share of such prepayment to be applied toward reducing such Revolving Lender's outstanding Revolving Loans and permanently reducing such Revolving Lender Revolving Commitments, and such Revolving Lender's option to refuse such amount. Each such Revolving Lender may exercise its option to refuse such amount by giving written notice thereof (iiwhich may be by telecopy) to Borrower and the Administrative Agent on or before 11:00 a.m., New York City time, one Business Day before the date of such prepayment (it being understood that any Revolving Lender that does not so notify Borrower and the Administrative Agent within such time will be deemed to have elected, as of such date, not to exercise such option). That portion of such mandatory prepayment creditable to the Revolving Lenders that have elected not to refuse their ratable shares in an accordance with this Section 2.10(j) shall be ratably applied to reduce such Revolving Lenders' principal amounts outstanding and to further permanently reduce such Revolving Lenders' Revolving Commitments by the amount equal of such prepayment and then, to that the extent of any remaining portion of the Waivable Mandatory Prepayment otherwise payable mandatory prepayment amounts, to those further permanently reduce such Revolving Lenders' Revolving Commitments to the full extent thereof, all in accordance with Section 2.10(h). That portion of such mandatory prepayment creditable to the Term Lenders and Revolving Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans refuse their ratable shares in accordance with this Section 2.15(b))2.10(j) shall be, if not already paid hereunder, retained by Borrower, or if already paid hereunder, promptly credited to an account maintained with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Administrative Agent as directed by Borrower.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five four Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option to refuse its Pro Rata Share of such Waivable Mandatory Prepayment (such refused amount of all such Lenders, the “Refused Proceeds”) by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall (i) pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, less the Refused Proceeds, which such remaining amount shall be applied (i) in an amount equal to that portion prepay the Term Loans of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders option (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise retain any Refused Proceeds or use such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with Refused Proceeds for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)other purpose not prohibited hereunder.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, which shall be applied to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in . Company shall be entitled to retain an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)used for general business purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.14 (other than Section 2.14(e)), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is the Borrowers are required to make such Waivable Mandatory Prepayment, the Borrower Representative shall notify Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Representative and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower Representative and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower the Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments Installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).. CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three (3) Business Days prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.14(b)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Company for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower Representative is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, pursuant to Section 2.14, not less than five (5) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower Representative is required to make such Waivable Mandatory Prepayment, the Borrower Representative shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will shall promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Representative and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower Representative and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the applicable Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance | || 100 with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments Installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment ) and further applied to the scheduled Installments of principal of the Tranche A B Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstandingsubject to the terms of the First Lien Credit Agreement and Section 2.10(k) below, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the date (the “Required Prepayment Date”) on which the Borrower elects (or is required otherwise required) to make such Waivable Mandatory Prepayment, the Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share pro rata portion of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option to refuse such amount (such declined amounts, the “Declined Proceeds”) by giving written notice to the Borrower and Administrative Agent of its election to do so no later than 11:00 a.m. (New York City time) on or before the third second Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and Administrative Agent of its election to exercise such option on or before 11:00 a.m. (New York City time) on or prior to the third second Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionoption and shall have not agreed to waive any payments due to it pursuant to Sections 2.10(c), (d) and (e). On the Required Prepayment Date, the Borrower shall pay to Administrative Agent an amount equal to the amount of difference between (x) the Waivable Mandatory PrepaymentPrepayment and (y) the Declined Proceeds, which amount shall be applied (i) in an amount equal to that portion prepay the Loans of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment . Any Declined Proceeds shall be applied to retained by the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrower.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”"WAIVABLE MANDATORY PREPAYMENT") of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”"REQUIRED PREPAYMENT DATE") on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent Agent, in addition to any other amount of required mandatory prepayments, the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled remaining Installments of principal of the Tranche B such Term Loans in accordance with Section 2.15(bSections 2.15(a) and (b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled remaining installments of principal of the Tranche A Term Loans in accordance with Section 2.15(bSections 2.15(a) and (b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.10 (other than Section 2.11(c)), not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is Borrowers are required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before 10:00 a.m. on the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.11(a)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche Borrowers for working capital and general corporate purposes. US-DOCS\125962273.9 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.8 and Section 2.10, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that pro rata portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.11(a)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Company for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment pursuant to Section 2.4(b)(i) or (ii) (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansAdvances, by at least 1:00 p.m., New York Time not less than five [***] Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent in writing (including by email) of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an any outstanding Tranche B Term Loan Advances of the amount of such LenderLxxxxx’s Pro Rata Share pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before 1:00 p.m., New York time, the third Business Day [***] prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day [***] prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans Advances of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to the extent of any excess as a result of any Lender that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower Representative is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.14, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower Representative is required to make such Waivable Mandatory Prepayment, the Borrower Representative shall notify NY\5627635.16 the Administrative Agent of the amount of such prepayment, and the Administrative Agent will shall promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Representative and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower Representative and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the U.S. Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.15(c)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments Installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment 2.15(c) and further applied to the scheduled Installments of principal of the Tranche A B Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b2.15(c)).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event a Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five (5) Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower is required to make such Waivable Mandatory Prepayment, such Borrower shall notify Administrative Agent of the amount and date of such prepayment, and Administrative Agent will promptly thereafter notify each Lender Bank holding an outstanding Tranche B Term Loan of the amount of such LenderBank’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderBank’s option to refuse such amount. Each such Lender Bank may exercise such option by giving written notice to such Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender Bank which does not notify such Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionoption (each such Bank, a “Non-Declining Bank”)). On the Required Prepayment Date, such Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionapplied, first, to prepay the Tranche B Term Loans of such Lenders the Non-Declining Banks on a pro rata basis (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b))the respective outstanding principal amounts thereof) to the full extent thereof, and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionthereafter, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans if applicable, in accordance with Section 2.15(b)paragraphs (B), with (C) and (D) of clause (b) above; provided, that such Borrower shall retain any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)amounts that have been declined by any Bank pursuant to this Section.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in if the event Borrower is required to make any mandatory prepayment pursuant to Sections 2.13(c)(iv), (v), (vi) or (vii) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan Loans of the amount of such Lender’s Pro Rata Share pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amountamount (but in the case of mandatory prepayments under Section 2.13(c)(vi), solely to the extent that such prepayment does not represent a refinancing of the Term Loans). Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to Administrative Agent the retain that amount of the Waivable Mandatory PrepaymentPrepayment with respect to which each Lender, which if any, shall have exercised its option to refuse (any such amount shall be applied (i) in an amount equal to that portion of retained by the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionBorrower, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b“Retained Declined Proceeds”).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Tranche B Term LoansLoans pursuant to Section 2.8 and Section 2.10, not less than five three Business Days prior to the date (the “"Required Prepayment Date”") on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that pro rata portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.11(a)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Company for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Borrowers are required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “"Required Prepayment Date”") on which Borrower is Borrowers are required to make such Waivable Mandatory Prepayment, the Administrative Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amountamount (the "Refusal Option"). Each such Lender may exercise such option the Refusal Option by giving written notice to the Administrative Borrower and Administrative each Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Administrative Borrower and Administrative each Agent of its election to exercise such option the Refusal Option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, Borrower the Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b))Lenders, and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable any excess, to those Lenders that have elected not to exercise the Refusal Option, on a pro rata basis (based upon the amount of Loans held by each such optionLender that elected not to exercise the Refusal Option, as compared to the amount of Loans held by all such Lenders that did not elect to exercise the Refusal Option) to prepay the Tranche A Term Loans (which prepayment shall be further applied of such Lenders, or, to the scheduled installments of principal of extent any such Lender refuses the Tranche A Term Loans excess amount specified in accordance with Section 2.15(b)this clause (g), with any excess after such prepayment of to the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment pursuant to Section 2.14(a) through (c) (other than any mandatory prepayment with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall will notify the Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such its option to refuse any Waivable Mandatory Prepayment by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall will be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall will pay to the Administrative 155722702_14171748492_2 Agent the amount of the Waivable Mandatory Prepayment, which amount shall will be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which as prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall will be further applied to the scheduled installments of principal of the Tranche A Term Loans of Lenders not electing to exercise such option, in accordance with Section 2.15(b)), with any excess after such prepayment balance of the Tranche A Term Loans being further applied in accordance with clauses second through sixth Waivable Mandatory Prepayment to be retained by the Borrower and used for any purpose permitted by the terms of Section 2.15(b)this Agreement.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the US Borrower is required to make any mandatory prepayment (other than pursuant to Section 2.11(c)) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the US Borrower is required to make such Waivable Mandatory Prepaymentmandatory prepayment, the US Borrower shall notify the Administrative Agent of the amount of such mandatory prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share pro rata share of such mandatory prepayment and, to the extent relating to a Waivable Mandatory Prepayment and Prepayment, such Lender’s option to refuse such amount. Each such Lender may exercise any such option by giving written notice to the US Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the US Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the US Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion prepay Term Loans of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, their option to prepay refuse the Tranche B Term Loans amount of such Lenders (which prepayment shall be applied to the scheduled Installments Lenders’ pro rata share of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the such Waivable Mandatory Prepayment otherwise payable to those Lenders that have and, if any such Lender has elected to exercise its option to refuse the amount of such optionLender’s pro rata share of such Waivable Mandatory Prepayment, to prepay then (i) the Tranche A Term Loans (which prepayment amount of such Waivable Mandatory Prepayment that is prepaid shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after of each such prepayment Class on a pro rata basis to reduce the scheduled remaining installments of principal and (ii) the Tranche A Term Loans being further applied in accordance with clauses second through sixth amount of Section 2.15(b).such Waivable Mandatory Prepayment that is waived shall be retained by the US Borrower. 108

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event that any Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, Loans of such Borrower pursuant to Section 2.11(b) not less than five 3 Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower is required to make such Waivable Mandatory PrepaymentPrepayment (the “Required Prepayment Date”), the Borrower Representative shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share Applicable Percentage of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Representative and the Administrative Agent of its election to do so by 4:00 p.m., New York time on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which that does not notify the Borrower Representative and the Administrative Agent of its election to exercise such option by 4:00 p.m., New York time on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the applicable Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B applicable Term Loans Loan of such Lenders (which prepayment shall be applied to the scheduled Installments installments of principal of the Tranche B such Term Loans Loan in accordance with Section 2.15(b2.11(c)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Company.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, or Tranche C Term Loans not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan, or Tranche C Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans, and Tranche C Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans, and Tranche C Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (other than any mandatory prepayment required by Section 2.12(a) in connection with [***]) (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoan, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B a portion of the Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option to refuse such amount by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option to refuse such amount on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionoption to refuse such amount). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionoption to refuse such amount, to prepay the Tranche B Term Loans Loan of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans Loan in accordance with Section 2.15(b2.13(a)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable any excess, to those Lenders that have elected not to exercise such optionoption to refuse such amount, on a pro rata basis. For the avoidance of doubt, in no event shall any Lender have any right or option to prepay the Tranche A Term Loans (which refuse any voluntary prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans Loan made in accordance with Section 2.15(b))2.11, with including, without limitation, any excess after such voluntary prepayment of the Tranche A Term Loans being further applied Loan made out of proceeds of [***] in accordance excess of the mandatory prepayment required under Section 2.12(a). - 47 - *** Certain confidential information has been omitted and filed separately with clauses second through sixth of Section 2.15(b)the Commission. Confidential treatment has been requested with respect to the omitted portions.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (other than pursuant to Section 2.14(c)) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less no later than 11:00 a.m. (New York City time) on the date that is than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepaymentprepayment by providing a notice substantially in the form of Exhibit I, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory PrepaymentPrepayment less any Declined Amounts, which amount shall be applied (i) in an amount equal to that portion prepay the Term Loans of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, their option to prepay refuse the Tranche B Term Loans amount of such Lenders Lenders’ Pro Rata Share of such Waivable Mandatory Prepayment (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan Loans of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in if the event Borrower is required to make any mandatory prepayment of Term Loans pursuant to Sections 2.13(c)(v) (other than the Net Cash Proceeds of any disposition of all or any portion of the Infrastructure Business) or (vii) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five four (4) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan Loans of the amount of such Lender’s Pro Rata Share pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any such Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 11:00 A.M. (local time at the third Notice Office) on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to Administrative Agent the retain that amount of the Waivable Mandatory PrepaymentPrepayment with respect to which each Lender, which if any, shall have exercised its option to refuse (any such amount shall be applied (i) in an amount equal to that portion of retained by either Borrower, the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with “Retained Declined Proceeds”). Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).2.14

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five 2:00 p.m. New York time three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is Borrowers are required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent in writing of the amount of such prepaymentprepayment and the subsection under which the prepayment is being made, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before 2:00 p.m. New York time on the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b))Lenders, and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19 Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less later than five 12:00 p.m. (noon) (New York time) three (3) Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent in writing of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so, or if it elects not to do so on or before and other Lenders elect to exercise such option, if it elects to receive its pro rata share of the third portion of such Waivable Mandatory Prepayment that such other Lenders have elected to refuse, in each case no later than 3:00 p.m. (New York time) the first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before no later than 3:00 p.m. (New York time) the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionoption to refuse such Waivable Mandatory Prepayment and not to exercise the option to receive its pro rata share of the portion of such Waivable Mandatory Prepayment that other Lenders have elected to refuse, if any). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionoption to refuse such Waivable Mandatory Prepayment, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans Loan in accordance with Section 2.15(b‎Section 2.14(a)), (ii) to the extent of any excess, ratably to Lenders that have elected to receive the portion of such Waivable Mandatory Prepayment that such other Lenders have elected to refuse, until paid in full (which prepayment shall be applied to the scheduled Installments of principal of the Term Loan in accordance with ‎Section 2.14(a)), and (iiiii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrower.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any a mandatory prepayment under Section 2.05 (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less later than five 11:00 a.m., New York City time on the fifth Business Days Day prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Tranche A Term Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share Applicable Percentage of such Waivable Mandatory Prepayment and such applicable Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 11:00 a.m., New York City time on the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 11:00 a.m., New York City time on the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option); provided however, that, notwithstanding any election to decline or accept any mandatory prepayment, the Required Lenders may consent to waive all or a portion of any mandatory prepayment required under Section 2.05 as if each Tranche A Term Lender had elected to refuse its Applicable Percentage of such prepayment. On the Required Prepayment Date, unless the Required Lenders shall have waived such Waivable Mandatory Prepayment, (i) the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the such Waivable Mandatory Prepayment that is payable to those Tranche A Term Lenders that have elected not to exercise such option, to prepay the Tranche B A Term Loans of such Tranche A Term Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with the terms of this Section 2.15(b)), 2.05) and (ii) in an amount equal to that the portion of the Waivable Mandatory Prepayment otherwise payable to those the Tranche A Term Lenders that have elected to exercise such option, option (“Declined Proceeds”) may be retained by the Borrower to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with used for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)purpose not prohibited hereunder.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) be applied in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.12(b)), and (ii) in an amount equal with respect to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany remaining balance, to prepay the Tranche A Term Loans (which prepayment shall be further applied returned to the scheduled installments of principal of Borrower (in which event the Tranche A Term Loans in accordance with Section 2.15(b)), with Borrower may use the proceeds for any excess after such prepayment of purpose not prohibited by the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(bCredit Documents).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Borrowers are required to make any mandatory prepayment of the Term Loans pursuant to Section 2.05(c) (each, a “Waivable Mandatory Prepayment”), at least two (2) of the Tranche B Term Loans, not less than five Business Days days prior to the date on which the Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment), the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan Loans of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse all or any portion of such amount. Each such Lender may exercise such option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so on or before the third at least one (1) Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not so notify the Administrative Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, elected not to exercise such option). On the Required Prepayment Date, Borrower the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders option or that have elected to exercise such optionoption in part (and, in the case of any Lender that has elected to exercise such option in part, only that portion of such payment for which such Lender has not made such election), to prepay the Tranche A Term Loans of such Lenders, and (which prepayment shall be further applied ii) to the scheduled installments extent of principal of any excess, to the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrowers.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “"Required Prepayment Date”") on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.15(a)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Borrowers are required to make any mandatory prepayment (other than a “mandatory prepayment resulting from the incurrence of indebtedness to refinance the Term Loan and repay all Obligations in full) (a "Waivable Mandatory Prepayment”") of the Tranche B Term LoansLoan, not less later than 2:00 p.m. five (5) Business Days prior to the date (the “"Required Prepayment Date”") on which Borrower is the Borrowers are required to make such Waivable Mandatory Prepayment, the Administrative Borrower shall notify the Administrative Agent in writing substantially in the form of Exhibit I hereto (a “Notice of Mandatory Prepayment”) of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amountamount (the "Refusal Option"). Each such Lender may exercise such option the Refusal Option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so on by or before the third 2:00 p.m. three (3) Business Day Days prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower the Borrowers and the Administrative Agent of its election to exercise such option the Refusal Option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to US-DOCS\103792213.14 have elected, as of such date, not to exercise such optionthe Refusal Option). Promptly following receipt of any Lender’s Refusal Option, the Administrative Agent will thereafter notify those Lenders that have elected not to exercise the Refusal Option of their right to accept or reject their pro rata portion of the excess amount. Any Lender electing to decline its pro rata portion of the excess amount shall notify the Administrative Agent and the Administrative Borrower by 2:00 p.m. one (1) Business Day prior to the Required Prepayment Date (any Lender that fails to notify the Administrative Borrower and Agent by the time frame set forth above shall be deemed to have exercised its Refusal Option). On the Required Prepayment Date, the Administrative Borrower on behalf of the Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the Tranche B Term Loans Loan of such Lenders (which prepayment shall be applied to Lenders. To the scheduled Installments of principal of extent any such Lender refuses the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an excess amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable (or to those Lenders that have elected to exercise such option, to prepay the Tranche A extent the Term Loans (which prepayment shall of all such Lenders have been repaid in full), the excess amount will be further applied to retained by the scheduled installments of principal Administrative Borrower on behalf of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment other than a prepayment required under Section 2.10(d) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such LenderXxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderXxxxxx’s option to refuse such amountamount (such amounts, if any, refused by the Lenders pursuant to this Section 2.12(c), “Declined Mandatory Prepayment Proceeds”). Each such Lender may exercise such option by giving written notice to Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory PrepaymentPrepayment not declined by the Lenders, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.12(b)), and (ii) in an amount equal to that portion of the . In connection with each Waivable Mandatory Prepayment otherwise payable Prepayment, the Borrower shall make a representation to those the Lenders that have elected it does not possess Private-Side Information that has not been disclosed to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall Private Lenders and that may be further applied material to the scheduled installments decision of principal of the Tranche A Term Loans a Lender to participate in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Waivable Mandatory Prepayment.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Delayed Draw Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”"WAIVABLE MANDATORY PREPAYMENT") of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on "REQUIRED PREPAYMENT DATE")on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third First Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Term Loan Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.16(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Delayed Draw Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Delayed Draw Loans in accordance with Section 2.15(b2.16(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three (3) Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such LenderXxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so, or if it elects not to do so and other Lenders elect to exercise such option, if it elects to receive its pro rata share of the portion of such Waivable Mandatory Prepayment that such other Lenders have elected to refuse, in each case on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionoption to refuse such Waivable Mandatory Prepayment and not to exercise the option to receive its pro rata share of the portion of such Waivable Mandatory Prepayment that other Lenders have elected to refuse, if any). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionoption to refuse such Waivable Mandatory Prepayment, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans Loan in accordance with Section 2.15(b2.14(b)), (ii) to the extent of any excess, ratably to Lenders that have elected to receive the portion of such Waivable Mandatory Prepayment that such other Lenders have elected to refuse, until paid in full (which prepayment shall be applied to the scheduled Installments of principal of the Term Loan in accordance with Section 2.14(b)), and (iiiii) in an amount equal to that portion the extent of the any excess, to Borrower for working capital and general corporate purposes. Any such Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment Prepayments retained by Borrower shall be further applied referred to herein as the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)“Retained Declined Proceeds”.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Companies are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Multi-Draw Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is the Companies are required to make such Waivable Mandatory Prepayment, Borrower the Company Representative shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s option to elect not to receive its Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amountPrepayment. Each such Lender may exercise an option to not receive such option Waivable Mandatory Prepayment by giving written notice to Borrower the Company Representative and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower the Company Representative and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower the Companies shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Multi-Draw Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments installments of principal of the Tranche B Multi-Draw Term Loans in accordance with Section 2.15(b2.13(b)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Companies for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three (3) Business Days prior to the expected date (the “Required Prepayment Date”) on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the expected amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.14(b)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Company for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is Borrowers are required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is Borrowers are required to make such Waivable Mandatory Prepayment, Administrative Borrower shall notify Administrative Service Agent of the amount of such prepayment, and Administrative Service Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amountamount (the “Declined Proceeds”). Each such Lender may exercise such option by giving written notice to Administrative Borrower and Administrative Service Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Administrative Borrower and Administrative Service Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Borrowers shall pay to Administrative Service Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche Term Loan A and Term Loan B Term Loans in accordance with Section 2.15(b2.14(b)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five two (2) Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is the Borrowers are required to make such Waivable Mandatory Prepayment, the Administrative Borrower shall notify the Administrative Agent of the amount of such prepaymentprepayment in writing, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan Loans of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse all or any portion of such amount. Each such Lender may exercise such option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so on or before the third one (1) Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders option or that have elected to exercise such optionoption in part (and, in the case of any Lender that has elected to exercise such option in part, only that portion of such payment for which such Lender has not made such election), to prepay the Tranche A Term Loans of such Lenders, and (which prepayment shall be further applied ii) to the scheduled installments extent of principal of any excess, to the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrowers.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event if Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five two Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which that does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b))Lenders, and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained Notwithstanding anything herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment under Section 2.13 of the Tranche B Term Loans (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepaymentprepayment (as estimated in good faith by the Borrower as of the time of such notice), and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount (determined based on such estimate by the Borrower) of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse decline such amountprepayment. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that such portion of the Waivable Mandatory Prepayment as is payable to those the Lenders holding an outstanding Tranche B Term Loan that have elected (or have been deemed to have elected) not to exercise such option, to prepay with the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that Borrower retaining any portion of the Waivable Mandatory Prepayment that would otherwise be payable to those the Lenders holding an outstanding Tranche B Term Loan that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is Borrowers are required to make any mandatory prepayment of the Term Loans pursuant to Section 2.4(c) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five one Business Days Day prior to the date (the “Required Prepayment Date”) on which Borrower is Borrowers are required to make such Waivable Mandatory Prepayment, Borrower Borrowers shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan A-1 or Term Loan A-2, as applicable, of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Administrative Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which that does not notify Administrative Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.4(d)(i) or 2.4(d)(ii), as applicable), and (ii) in an amount equal to that portion of the a Waivable Mandatory Prepayment otherwise payable to those that has been waived by a Lender or Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied offered to the scheduled installments of principal other Lenders on a ratable basis. To the extent that one or more Lenders eligible to receive a payment pursuant to clause (ii) of the Tranche A Term Loans in accordance with foregoing sentence declines its option to receive such amount, the aggregate amount of such waived payments shall be offered to the Second Lien Lenders for application pursuant to Section 2.15(b)), with any excess after such prepayment 2.4(d)(i) of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Second Lien Credit Agreement.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”"WAIVABLE MANDATORY PREPAYMENT") of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”"REQUIRED PREPAYMENT DATE") on which Borrower Company is required to make such Waivable Mandatory Prepayment, Borrower Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower Company and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower Company and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.14(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b2.14(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five at least two (2) Business Days prior to the date on which the Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment), the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan Loans of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse all or any portion of such amount. Each such Lender may exercise such option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so on or before the third at least one (1) Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not so notify the Administrative Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, elected not to exercise such option). On the Required Prepayment Date, Borrower the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders option or that have elected to exercise such optionoption in part (and, in the case of any Lender that has elected to exercise such option in part, only that portion of such payment for which such Lender has not made such election), to prepay the Tranche A Term Loans of such Lenders, and (which prepayment shall be further applied ii) to the scheduled installments extent of principal of any excess, to the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrowers.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment under Section 2.10(b) above or clause (i) of Section 7.10 (each, a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three (3) Business Days prior to the date (the each, a “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory PrepaymentPrepayment (or, in the case of a proposed Optional Junior Payment pursuant to clause (i) of Section 7.10, the date of such proposed Optional Junior Payment), the Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Date the Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to prepay the scheduled Installments of principal of the Tranche B Term Loans and reduce Revolving Credit Commitments in accordance with Section 2.15(b2.10(b)(vi)), and (ii) in an amount equal to that portion the extent of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such optionany excess, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Borrower.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.13 (other than Section 2.13(g)), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is the Borrowers are required to make such Waivable Mandatory Prepayment, the Borrower Representative shall notify Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Representative and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower Representative and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower the Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments Installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is Borrowers are required to make any mandatory prepayment of the Term Loans pursuant to Section 2.4(c) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five one Business Days Day prior to the date (the “Required Prepayment Date”) on which Borrower is Borrowers are required to make such Waivable Mandatory Prepayment, Borrower Borrowers shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan A-1, Term Loan A-1A or Term Loan A-2, as applicable, of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Administrative Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which that does not notify Administrative Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b2.4(d)(i) or 2.4(d)(ii), as applicable), and (ii) in an amount equal to that portion of the a Waivable Mandatory Prepayment otherwise payable to those that has been waived by a Lender or Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied offered to the scheduled installments of principal other Lenders on a ratable basis. To the extent that one or more Lenders eligible to receive a payment pursuant to clause (ii) of the Tranche A Term Loans in accordance with foregoing sentence declines its option to receive such amount, the aggregate amount of such waived payments shall be offered to the Second Lien Lenders for application pursuant to Section 2.15(b)), with any excess after such prepayment 2.4(d)(i) of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)Second Lien Credit Agreement.”

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less by no later than five 12:00 p.m. (New York City time) on the second Business Days Day (unless any such mandatory prepayment is required earlier, in which case, on the First Business Day) prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory PrepaymentPrepayment (the “Required Prepayment Date”), Borrower shall notify Administrative Agent of the principal amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before 5:00 p.m. (New York City time) the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before 5:00 p.m. (New York City time) the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, elected not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent an amount (the “Required Mandatory Prepayment Amount”) equal to (x) the amount of the Waivable Mandatory Prepayment, which amount shall be applied Prepayment less (iy) in an amount (the “Declined Amount”) equal to that portion of the Waivable Mandatory Prepayment that would otherwise be payable to those Lenders that have elected to exercise such option. The Required Mandatory Prepayment Amount shall be applied to prepay the Term Loans of those Lenders that have elected (or have been deemed to have elected) not to exercise such option, to prepay the Tranche B Term Loans of such Lenders option (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), . Borrower shall retain the Declined Amount for working capital and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans, not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, prepayment and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount . Amounts equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment option shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)retained by Borrower and may be used for general corporate purposes not otherwise prohibited hereunder.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in if the event Borrower is required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Tranche B Term Loans, not less than five Business Days prior to the date (the “"Required Prepayment Date”") on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s 's Pro Rata Share share of such Waivable Mandatory Prepayment and such Lender’s 's option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, (i) the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment that is payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with the terms of this Section 2.15(b)5.8), and (ii) in an amount equal to that the portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, option ("Declined Proceeds") may be retained by the Borrower to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with used for any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)purpose not prohibited hereunder.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment pursuant to Section 2.14(c) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied to the prepayment of the Loans of each Lender that has elected not to exercise such option or been deemed not to exercise such option (ian “Accepting Lender”) in an amount equal to that portion the sum of (i) such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and (ii) the amount equal to the product of (x) the amount of the Waivable Mandatory Prepayment payable that would have been owed to those all Lenders electing to waive such prepayment and (y) the percentage obtained by dividing (A) an amount equal to the sum of the Second Lien Term Loan Exposure of that have elected not Accepting Lender by (B) an amount equal to exercise such optionthe aggregate Second Lien Term Loan Exposure of all Accepting Lenders; provided that in the event that the aggregate amount of the Waivable Mandatory Prepayment to be paid to Accepting Lenders is in excess of the aggregate amount of Loans outstanding to the Accepting Lenders hereunder, to prepay the Tranche B Term Loans Borrower shall promptly apply any remaining amounts of such Lenders (which prepayment shall be applied Waivable Mandatory Prepayment to the scheduled Installments voluntary prepayment of principal of the Tranche B Term any outstanding First Lien Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion 2.13 of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)First Lien Credit Agreement.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in if the event Borrower is required to make any mandatory prepayment of Term Loans pursuant to Sections 2.13(c)(v) (other than the Net Cash Proceeds of any disposition of all or any portion of the Infrastructure Business) or (vii) (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans), not less than five four (4) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan Loans of the amount of such Lender’s Pro Rata Share pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third first Business Day prior to the Required Prepayment Date (it being understood that any such Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 11:00 A.M. (local time at the third Notice Office) on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to Administrative Agent the retain that amount of the Waivable Mandatory PrepaymentPrepayment with respect to which each Lender, which if any, shall have exercised its option to refuse (any such amount shall be applied (i) in an amount equal to that portion of retained by either Borrower, the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b“Retained Declined Proceeds”)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b).. #4842-1976-9300 #4848-6974-4858

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Borrower the Company is required to make any a mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term LoansLoans pursuant to Section 2.14, not less than five then Company shall, within two Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make of knowledge of such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent in writing of the amount of such prepayment, and Administrative Agent will shall promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice, or telephonic notice followed within one Business Day with written notice, to Borrower Company and Administrative Agent of its election to do so so, on or before noon New York time on the third second Business Day prior to following receipt of the Company’s notice (the “Required Prepayment Date Date”) (it being understood that any Lender which that does not notify Borrower Company and Administrative Agent of its election to exercise such option by noon New York time on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, option to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that . Such portion of the Waivable Mandatory Prepayment otherwise not payable due to those Lenders that have elected the election by any Lender to exercise such option, waive rights to prepay the Tranche A Term Loans (which prepayment Waivable Prepayment shall be further applied offered to any Lender, who shall have the right to receive such Lender’s pro rata share (as between those non-waiving Lenders) of any additional amounts of the Waivable Prepayment waived by other Lenders; provided, however, that no Lender shall receive or be paid any amount in excess of such Lender’s Loan Exposure. In the event all Lenders have waived their rights to receive the Waivable Prepayment, the Company shall offer to the scheduled installments of principal Second-Lien Lenders any remaining, unpaid portion of the Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of Waivable Prepayment not payable due to the Tranche A Term Loans being further applied in accordance with clauses second through sixth of Section 2.15(b)election by all Lenders to waive rights to the Waivable Prepayment.