Common use of Waivable Mandatory Prepayments Clause in Contracts

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan pursuant to this Section 2.4(e), not less than 5 Business Days prior to the date (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment, Administrative Borrower shall notify Agent of the amount of such prepayment, and Agent will promptly thereafter notify each Lender 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 Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative Borrower and Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrowers shall pay to Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (A) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii)) and (B) to the extent of any excess, to Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers that the Borrower are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.06(c), not less than 5 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 of the amount of such LenderXxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderXxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Administrative the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.06(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, so long as any Loans are outstanding, in the event Borrowers are Borrower is required to make any mandatory prepayment of the Loans pursuant to Section 2.11(a), (b) or (e) (a “Waivable Mandatory Prepayment”) of the Term Loan pursuant to this Section 2.4(e), not less than 5 five Business Days prior to the date (or such later date as may be agreed by the Administrative Agent) (the “Required Prepayment Date”) on which Borrowers are Borrower is required to make such Waivable Mandatory Prepayment, Administrative Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding 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 Administrative Borrower and Administrative Agent of its election to do so on or before the first second Business Day prior to the Required Prepayment Date (it being understood that any Lender that which does not notify Administrative Borrower and Administrative Agent of its election to exercise such option on or before the first 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, Borrowers Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (A) in an amount Prepayment equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding scheduled Installments of principal amount of the Obligations Loans in accordance with Section 2.4(f)(ii2.12(b)) and (B) to the extent of any excess, to Borrowers for working capital and general corporate purposes).

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan pursuant to this Section 2.4(e2.05(c), not less than 5 2 Business Days Day prior to the date on which the Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 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 the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 portion of the Term Loans Loan of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers that the Borrower are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.06(c), not less than 5 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 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 the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.06(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 3:00 p.m. New York Time two (2) Business Days prior to the date on which the Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender 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 the Borrower and the Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before 3:00 p.m. New York Time 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) ), and (Bii) to the extent of any remaining excess, to Borrowers for working capital and general corporate purposesthe Borrower.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 one (1) Business Days Day prior to the date on which the Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender 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 the Borrower and the Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(c)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 2 Business Days Day prior to the date (the “Required Prepayment Date”) on which the Borrowers are required to make such Waivable Mandatory PrepaymentPrepayment (the “Required Prepayment Date”), Administrative Borrower the Borrowers shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such LenderXxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderXxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Administrative the Lead Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Lead Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) and (Bii) to the extent of any excess, to the Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 3 Business Days prior to the date (the “Required Prepayment Date”) on which the Borrowers are required to make such Waivable Mandatory PrepaymentPrepayment (the “Required Prepayment Date”), 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 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 “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 or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option the Refusal Option on or before the first 12:00 noon (New York City time) one 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, the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations ratably in accordance with Section 2.4(f)(ii)) their Pro Rata Shares, and (Bii) to the extent of any excess, to those Lenders that have elected not to exercise the Refusal Option, on a pro rata basis (based upon the portion of the Loans held by each such Lender 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 Loans of such Lenders, or, to the extent any such Lender refuses the excess amount specified in this clause (ii) (or to the extent the Loans of all such Lenders have been repaid in full), to the Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrowers are required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Term Loan pursuant to this Section 2.4(e)Loans, not less than 5 three Business Days prior to the date (the “"Required Prepayment Date”") on which Borrowers are required to make such Waivable Mandatory Prepayment, the Administrative Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender 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 each Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that which does not notify the Administrative Borrower and each Agent of its election to exercise such option the Refusal Option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, the Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(iiclause (d) above)) , and (Bii) to the extent of any excess, to the Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 of the amount of such LenderXxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderXxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Administrative the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one (1) Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one (1) 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “34 "Waivable Mandatory Prepayment”") of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 2 Business Days prior to the date (the “Required Prepayment Date”) on which Borrowers are the Borrower is required to make such Waivable Mandatory PrepaymentPrepayment (the "Required Prepayment Date"), Administrative 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 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 Administrative the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers that the Borrower are required to make any mandatory prepayment (a 53 “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.06(c), not less than 5 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 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 Administrative the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.06(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 2 Business Days Day prior to the date on which the Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 of the amount of such LenderXxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderXxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Administrative the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 2 Business Days Day prior (prior to 4:00 p.m. (New York City time)) to the date on which the Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 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 the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Advances pursuant to this Section 2.4(e2.4(b)2.4(b)(i), not less than 5 two (2) Business Days prior to the date on which Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative Borrower shall notify notify, in writing, the Administrative Agent of the amount of such prepayment, prepayment and the Administrative Agent will promptly thereafter notify each Lender 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 its option to refuse such option Waivable Mandatory Prepayment by giving written notice to Administrative Borrower and the Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any if a Lender that does not notify Administrative Borrower and the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date Date, it shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrowers Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans Advances of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(c)) and ), (Bii) to the extent of any excess, to Borrowers those Lenders that have (x) elected not to exercise such option and (y) notified the Administrative Agent prior to the Required Prepayment Date that they have elected to accept such excess, on a pro rata basis to prepay the Advances of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(c)), and (iii) to the extent of any remaining excess, to Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers that the Borrower are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.06(c), not less than 5 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 of the amount of such LenderXxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderXxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Administrative the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders 50 that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.06(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 3:00 p.m. New York Time two (2) Business Days prior to the date (the “Required Prepayment Date”) on which Borrowers are the Borrower is required to make such Waivable Mandatory PrepaymentPrepayment (the "Required Prepayment Date"), Administrative the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender 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 Administrative the Borrower and the Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before 3:00 p.m. New York Time 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) ), and (Bii) to the extent of any remaining excess, to Borrowers for working capital and general corporate purposesthe Borrower.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 12:00 noon (New York City time) 2 Business Days prior to the date on which the Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 of the amount of such LenderXxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderXxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Administrative the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c) (excluding mandatory prepayments under Section 2.05(c)(vi)), not less than 5 two Business Days prior to the date (the “Required Prepayment Date”) on which the Borrowers are required to make such Waivable Mandatory PrepaymentPrepayment (the “Required Prepayment Date”), 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 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 “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 or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option the Refusal Option on or before the first 12:00 noon (New York City time) one 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, the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) and (Bii) to the extent of any excess, to those Lenders that have elected not to exercise the Refusal Option, on a pro rata basis (based upon the portion of the Loans held by each such Lender that elected not to exercise the Refusal Option, as compared to the aggregate amount of the Loans held by all such Lenders that did not elect to exercise the Refusal Option) to prepay the Loans of such Lenders, or, to the extent any such Lender refuses the excess amount specified in this clause (ii) (or to the extent the Loans of all such Lenders have been repaid in full), to the Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 five (5) Business Days prior to the date (the “Required Prepayment Date”) on which Borrowers are the Borrower is required to make such Waivable Mandatory Prepayment, on or before 12:00 noon (or such later time as may be agreed by the Administrative Agent in its sole discretion) (the “Required Prepayment Date”), 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 of the amount of such LenderXxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such LenderXxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Administrative the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one (1) Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one (1) 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment (excluding the Pro Rata Share thereof of any Lender that has opted to refuse its Pro Rata Share of such Waivable Mandatory Prepayment), which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, in the event Borrowers are Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan pursuant to this Section 2.4(e)4.5, not less than 5 Business Days prior to the date (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment, Administrative Borrower shall notify Agent promptly following delivery of the amount of such prepaymentnotice required pursuant to Section 4.6, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such Lender’s Pro Rata Ratable Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Borrower and Agent of its election to do so on or before the first Business Day prior to the date (the “Required Prepayment Date Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment (it being understood that any Lender that which does not notify the Administrative Borrower and Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrowers Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory PrepaymentPrepayment less the amount of the Declined Proceeds, which amount shall be applied (A) in an amount equal by the Administrative Agent to prepay the Loan of those Lenders that have elected to accept such Waivable Mandatory Prepayment. The portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected not to exercise such optionoption and decline such Waivable Mandatory Prepayment (such declined amounts, to prepay the Term Loans of such Lenders (which prepayment “Declined Proceeds”) may be retained by Borrower for any purpose not prohibited by this Agreement and shall not be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii)) and (B) to the extent of deemed repaid for any excess, to Borrowers for working capital and general corporate purposespurpose.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrowers are required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Term Loan pursuant to this Section 2.4(e)Loans, not less than 5 three Business Days prior to the date (the “"Required Prepayment Date”") on which Borrowers are required to make such Waivable Mandatory Prepayment, the Administrative Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender 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 each Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that which does not notify the Administrative DOCID - 27822767.5 - 57 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 Borrower and each Agent of its election to exercise such option the Refusal Option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, the Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(iiclause (d) above)) , and (Bii) to the extent of any excess, to the Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 2 Business Days Day prior (prior to 4:00 p.m. (New York City time)) to the date on which the Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 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 Administrative the Borrower and the Administrative Agent of its election to do so on or before the first 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first 12:00 noon (New York City time) one 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.. Section 2.06

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan pursuant to this Section 2.4(e)Loans, not less than 5 three Business Days prior to the date (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment, the Administrative Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender 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 “Refusal Option”). Each such Lender may exercise such option the Refusal Option by giving written notice to the Administrative Borrower and each Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that which does not notify the Administrative Borrower and each Agent of its election to exercise such option the Refusal Option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, the Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(iiclause (d) above)) , and (Bii) to the extent of any excess, to the Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Term Loan Loans pursuant to this Section 2.4(e2.05(c), not less than 5 3:00 p.m. New York Time two (2) Business Days prior to the date (the “Required Prepayment Date”) on which Borrowers are the Borrower is required to make such Waivable Mandatory PrepaymentPrepayment (the "Required Prepayment Date"), Administrative the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender 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 Administrative the Borrower and the Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before 3:00 p.m. New York Time 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, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.05(d)) ), and (Bii) to the extent of any remaining excess, to Borrowers for working capital and general corporate purposesthe Borrower.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrowers are required to make any mandatory prepayment prepayments hereunder (a “"Waivable Mandatory Prepayment”) of the Term Loan pursuant to this Section 2.4(e"), not less than 5 three Business Days prior to the date (the “"Required Prepayment Date”") on which Borrowers are required to make such Waivable Mandatory Prepayment, the Administrative Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender 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 each Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that which does not notify the Administrative Borrower and each Agent of its election to exercise such option the Refusal Option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, the Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii)) Lenders, and (Bii) to the extent of any excess, to those Lenders that have elected not to exercise the Refusal Option, on a pro rata basis (based upon the portion of the Loan held by each such Lender 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 Loans of such Lenders, or, to the extent any such Lender refuses the excess amount specified in this clause (ii) (or to the extent the Loans of all such Lenders have been repaid in full), to the Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e2.5(c), not less than 5 one (1) Business Days Day prior to the date on which the Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative 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 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 the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) on the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative the Borrower and the Administrative Agent of its election to exercise such option on or before the first Business Day prior to 12:00 noon (New York City time) on the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrowers the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.5(d)) and (Bii) to the extent of any excess, to Borrowers the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are that Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Advances pursuant to this Section 2.4(e2.4(b), not less than 5 two (2) Business Days prior to the date on which Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment), Administrative Borrower shall notify notify, in writing, the Administrative Agent of the amount of such prepayment, prepayment and the Administrative Agent will promptly thereafter notify each Lender 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 its option to refuse such option Waivable Mandatory Prepayment by giving written notice to Administrative Borrower and the Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any if a Lender that does not notify Administrative Borrower and the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date Date, it shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrowers Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (Ai) 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 Term Loans Advances of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(c)) and ), (Bii) to the extent of any excess, to Borrowers those Lenders that have (x) elected not to exercise such option and (y) notified the Administrative Agent prior to the Required Prepayment Date that they have elected to accept such excess, on a pro rata basis to prepay the Advances of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(c)), and (iii) to the extent of any remaining excess, to Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan pursuant to this Section 2.4(e), not less than 5 2 two Business Days prior to the date (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment, Administrative Borrower shall notify Agent of the amount of such prepayment, and Agent will promptly thereafter notify each Lender 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 Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative Borrower and Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrowers shall pay to Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (A) 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 Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii)) and (B) to the extent of any excess, to Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan Loans pursuant to this Section 2.4(e), not less than 5 two (2) Business Days prior to the date (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment, Administrative Borrower shall notify Agent of the amount of such prepayment, and Agent will promptly thereafter notify each Lender Lenders of the amount of such LenderAdministrative Borrower’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amountrequest. Each such Lender may exercise such option by giving written notice to Administrative Borrower and Agent of its election to do so If on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify Administrative Borrower and Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option) the Required Lenders have waived such prepayment, then Borrowers shall not be required to make such prepayment.” 5. Section 2.4 (Application of Payments). On Clause (f) of Section 2.4 is hereby amended by deleting “(ii) [Reserved]” and replacing it with the Required Prepayment Datefollowing: 17 “(ii) Each prepayment pursuant to Section 2.4(e)(ii) shall, Borrowers shall pay (A) in the case of Net Cash Proceeds of any sale or disposition of assets consisting of any ABL Priority Collateral, be applied, first, to Agent the amount Obligations in the manner provided in Section 2.5(f)(v) and, second, to the Term Loan Debt to the extent provided in the Term Loan Documents and (B) in the case of Net Cash Proceeds of any sale or disposition of assets consisting of any Term Priority Collateral, be applied, first, to the Waivable Mandatory PrepaymentTerm Loan Debt to the extent provided in the Term Loan Documents, which amount and, second, to the Obligations in the manner provided in Section 2.5(f)(v). (iii) Each prepayment pursuant to Section 2.4(e)(iii) shall be applied (A) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionfirst, to prepay the Obligations in the manner provided in Section 2.5(e)(v) and (B) second, to the Term Loans of such Lenders Loan Debt to the extent provided in the Term Loan Documents. (which iv) Each prepayment pursuant to Sections 2.4(e)(iv) shall be applied applied, (A) first, to prepay the Term Loan Debt to the extent provided in the Term Loan Documents, and, (B) second, to the Obligations in the manner provided in Section 2.5(f)(v).” (v) Each prepayment of Obligations pursuant to Section 2.4(e)(ii), (iii) or (iv) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first, ratably to the outstanding principal amount of the Obligations US Advances and Canadian Advances until paid in accordance with Section 2.4(f)(ii)) full, and second, to ratably cash collateralize the US Letters of Credit and Canadian Letters of Credit in an amount equal to 105% of the then outstanding US Letter of Credit Usage or Canadian Letter of Credit Usage, as applicable, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii), (iii) or (iv)”. 6. Section 4.2 (Due Authorization, No Conflict). Clause (v) of Section 4.2(b) of the Credit Agreement is hereby amended by inserting immediately after the phrase “require any approval of any holders of Equity Interests of a Loan Party” the following: “, except as set forth on Schedule 4.2,”. 7. Section 4.3 (Governmental Consents). Section 4.3 is hereby amended by inserting “Except as set forth on Schedule 4.3,” at the beginning thereof. 8. Section 4.4 (Binding Obligations; Perfected Liens). Section 4.4(b) of the Credit Agreement is hereby amended by inserting the following phrase immediately after the phrase “by operation of law” in the second sentence of Section 4.4(b): “and with respect to the extent Term Priority Collateral, subject to the terms of the Intercreditor Agreement”. 9. Section 4.7 (Litigation). Section 4.7 of the Credit Agreement is hereby deleted and the following substituted therefor “(a) Before and after giving effect to the Closing Date Transactions, there are no actions, suits, or proceedings pending or, to the knowledge of any excessLoan Party, after due inquiry, threatened in writing against a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Change. 18 (b) Before and after giving effect to the Closing Date Transactions, Schedule 4.7 sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $50,000 that, as of the Amendment No. 4 Effective Date, is pending or, to Borrowers for working capital the knowledge of any Loan Party, after due inquiry, threatened against a Loan Party or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the Amendment No. 4 Effective Date, with respect to such actions, suits, or proceedings, and general corporate purposes(iv) whether any liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.” 10. Section 4.12 (Environmental Matters). Section 4.12 of the Credit Agreement is hereby amended by as follows: (a) clause (c) is amended by deleting “and” at the end thereof, (b) replacing the “.” at the end of clause d with “; and”, and (c) inserting the following as a new clause (e): “(e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions or the Post-Closing Restructuring Transactions.” 11. Section 4.9 (No Material Adverse Change). Section 4.9 of the Credit Agreement is hereby deleted in its entirety and the following substituted therefor: “4.9