Common use of Optional and Mandatory Prepayments Clause in Contracts

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon irrevocable notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M., New York City time three Business Days prior to the date of prepayment (in the case of Eurodollar Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign Currency)). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000, as applicable, provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty but including, for the avoidance of doubt, accrued interest, upon irrevocable notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M.2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar Loans Loans) or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M.2:00 P.M., New York City time at least one Business Day prior to (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) ABR Loans, (y) Swingline Loans and (yz) Reimbursement Obligations outstanding in Dollars or a Designated Foreign CurrencyDollars). Such notice shall be irrevocable except as provided in Subsection 4.4(g). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans or ABR Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section SectionSubsection 4.4(a) and shall (unless the Parent Borrower Representative otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding andoutstanding, and last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000250,000, as applicable, ; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection subsection 4.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by the Parent Borrower Representative to the Administrative Agent prior to 11:00 A.M., New York City time three Business Days prior to the date of prepayment (in the case of Eurodollar Eurocurrency Loans outstanding in Dollars or BA Equivalent Loans any Designated Foreign Currency and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day Day’s irrevocable notice by the Parent Borrower Representative to the Administrative Agent (in the case of (x) Swingline ABR Loans and other than Swing Line Loans outstanding in Dollars, (y) Reimbursement Obligations outstanding in Dollars or a and (z) any Swing Line Loans outstanding in any Designated Foreign Currency) or same-day irrevocable notice by the Parent Borrower to the Administrative Agent (in the case of Swing Line Loans outstanding in Dollars)). Such notice shall specify, specifying, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Tranche B Dollar Term Loans, Tranche B Euro Term Loans, Revolving Credit Loans or Swingline Swing Line Loans, or a combination thereof, and (ii) of Eurodollar Eurocurrency Loans, BA Equivalent Swing Line Foreign Currency Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Eurocurrency Loan or BA Equivalent Swing Line Foreign Currency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12subsection 4.12 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Partial prepayments of (i) the Term Loans pursuant to this subsection (x) shall be made pro rata between the Term Loans according to the respective outstanding principal amounts thereof (i.e., each Tranche of outstanding Term Loans shall be required to be prepaid on a pro rata basis) and (y) shall be applied pro rata to the respective installments of principal thereof, provided that notwithstanding clauses (x) and (y) above, any such partial prepayment may, at the option of the Parent Borrower, be first allocated to the Term Loans pro rata based upon the aggregate amount of the installments thereof due in the next twelve months and then applied, at the option of the Parent Borrower, against any of such installments of the Term Loans, and, thereafter, the remainder of such partial prepayment shall be allocated and applied as provided in clauses (x) and (y) above, and (ii) the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Swing Line Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that than any pro rata calculations required to be made pursuant to this Subsection subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the case of Eurocurrency Loans outstanding in any Designated Foreign Currency or Cdn$1,000,000Swing Line Foreign Currency Loans, as applicablethe Dollar Equivalent of an aggregate principal amount of at least approximately $5,000,000), provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) (i) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection Section 4.12, without premium or penalty, upon irrevocable at least three Business Days’ notice by the applicable Borrower Representative to the Administrative Agent prior to 11:00 A.M.or the Canadian Agent, New York City time three Business Days prior to the date of prepayment as applicable (in the case of Eurodollar Eurocurrency Loans outstanding in Dollars or any Designated Foreign Currency, Bankers’ Acceptances or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable Day’s notice by the applicable Borrower Representative to the Administrative Agent or the Canadian Agent, as applicable (in the case of (x) Swingline ABR Loans other than Swing Line Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign CurrencyCanadian Dollars) or same-day notice by the applicable Borrower to the Administrative Agent or the Canadian Agent, as applicable (in the case of Swing Line Loans). Such notice shall be irrevocable except as provided in Section 4.4(f). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and the Tranches being prepaid and if a combination thereof the principal amount allocable to each, and whether the prepayment is (i) of Revolving Credit Loans or Swingline Eurocurrency Loans, or a combination thereof, and (ii) of Eurodollar LoansBankers’ Acceptances, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Section 4.4(f)) be due and payable on the date specified therein, together with (if a Eurodollar Loan Eurocurrency Loan, Bankers’ Acceptances or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection Section 4.12, . Partial prepayments of the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Swing Line Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding Bankers’ Acceptances or L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection Section 4.4(a) in respect to any Loan denominated in Canadian Dollars or a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection Section 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000(or, as applicablein the case of (i) partial prepayments made by the Canadian Borrowers, Cdn$1,000,000 and (ii) Eurocurrency Loans outstanding in any Designated Foreign Currency, the Dollar Equivalent of an aggregate principal amount of at least approximately $1,000,000), provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers The Borrower may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon at least three Business Days' irrevocable notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M., New York City time three Business Days prior to the date of prepayment (in the case of Eurodollar Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign CurrencyDollars), prior to 11:00 A.M., New York City time at least one Business Day prior Day's irrevocable notice by the Borrower to the date of prepayment Administrative Agent (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Swing Line Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign CurrencySwing Line Loans)). Such notice shall specify, specifying, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Term Loans, Revolving Credit Loans or Swingline Swing Line Loans, or a combination thereof, and (ii) of Eurodollar Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12subsection 4.12 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Partial prepayments of (i) the Term Loans pursuant to this subsection shall be applied PRO RATA to the respective installments of principal thereof, PROVIDED that any such payment made within twelve months prior to the date on which an installment of principal thereof is scheduled to be made may, at the option of the Borrower, be applied first to such installment, and (ii) the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section subsection shall (unless the Parent Borrower otherwise directs) be applied, firstFIRST, to payment of the Swingline Swing Line Loans then outstanding, secondSECOND, to payment of the Revolving Credit Loans then outstanding, thirdTHIRD, to payment of any Reimbursement Obligations then outstanding and, lastLAST, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 or Cdn$1,000,000, as applicable, provided that, notwithstanding the foregoing, any Loan may be prepaid in its entiretyexcess thereof.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection subsection 4.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by the applicable Borrower Representative to the Administrative Agent prior to 11:00 A.M.or the Canadian Agent, New York City time three Business Days prior to the date of prepayment as applicable (in the case of Eurodollar Eurocurrency Loans outstanding in Dollars or any Designated Foreign Currency, Bankers’ Acceptances or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day Day’s irrevocable notice by the applicable Borrower Representative to the Administrative Agent or the Canadian Agent, as applicable (in the case of (x) Swingline ABR Loans other than Swing Line Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign Currency)Canadian Dollars) or same-day irrevocable notice by the applicable Borrower to the Administrative Agent or the Canadian Agent, as applicable (in the case of Swing Line Loans). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Swing Line Loans, or a combination thereof, and (ii) of Eurodollar Eurocurrency Loans, Bankers’ Acceptances, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan Eurocurrency Loan, Bankers’ Acceptances or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, subsection 4.12 the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Swing Line Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding Bankers’ Acceptances or L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection subsection 4.4(a) in respect to any Loan denominated in Canadian Dollars or a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000(or, as applicablein the case of (i) partial prepayments made by the Canadian Borrowers, Cdn$1,000,000 and (ii) Eurocurrency Loans outstanding in any Designated Foreign Currency, the Dollar Equivalent of an aggregate principal amount of at least approximately $1,000,000), provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, part without premium or penaltypenalty but including, for the avoidance of doubt, accrued interest, upon irrevocable notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M.2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar Daily Simple SOFR Rate Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), Term SOFR Rate Loans) or prior to 11:00 A.M.2:00 P.M., New York City time at least one Business Day prior to (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) ABR Loans, (y) Swingline Loans and (yz) Reimbursement Obligations outstanding in Dollars or a Designated Foreign CurrencyDollars). Such notice shall be irrevocable except as provided in Subsection 4.4(g). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Daily Simple SOFR Rate Loans, BA Equivalent Term SOFR Rate Loans or ABR Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section Subsection 4.4(a) and shall (unless the Parent Borrower Representative otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding andoutstanding, and last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000250,000, as applicable, ; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it (other than Bankers’ Acceptance Loans which may not be prepaid prior to the maturity date of the underlying B/A Instrument) and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection subsection 4.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by the applicable Borrower Representative to the U.S. Administrative Agent prior to 11:00 A.M.or the Canadian Administrative Agent, New York City time three Business Days prior to the date of prepayment as applicable (in the case of Eurodollar Eurocurrency Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign CurrencyDollars), prior to 11:00 A.M., New York City time at least one Business Day prior Day’s irrevocable notice by the applicable Borrower to the date of prepayment U.S. Administrative Agent or the Canadian Administrative Agent, as applicable (in the case of (x) ABR Loans and Canadian Prime Rate Loans other than Swingline LoansSwing Line Loans and (y) Reimbursement Obligations) or same-day irrevocable notice by the applicable Borrower Representative to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable (in the case of (x) Swingline Loans and (y) Reimbursement Swing Line Loans); provided that, if a notice of prepayment in connection with a repayment of all outstanding Obligations outstanding is given in Dollars or connection with a Designated Foreign Currency))conditional notice of termination of Commitments as contemplated by subsection 2.4, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with subsection 2.4. Such notice shall specify, specify (A) in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Term Loans, RCF Loans or Swingline Swing Line Loans, or a combination thereof, and (ii) of Eurodollar Loans, BA Equivalent Eurocurrency Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, and (B) in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to the proviso contained in the third preceding sentence) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, subsection 4.12 and accrued interest to such date on the Revolving Credit amount prepaid. Partial prepayments of the Term Loans pursuant to this subsection shall be applied ratably to each Tranche of Term Loans to reduce the required amortization of such Term Loans pursuant to subsection 2.1(e) as directed by the Parent Borrower. Prepayments of RCF Loans and the Reimbursement Obligations pursuant to this Section subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Swing Line Loans then outstanding, second, to payment of the Revolving Credit RCF Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding Bankers’ Acceptance Loans or L/C Obligation Obligations on terms reasonably satisfactory to the U.S. Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency Canadian Dollars shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples of $1,000,000 or (or, in the case of partial prepayments made by the Canadian Borrowers, Cdn$1,000,000, as applicable), provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection subsection 4.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by the U.S. Borrower Representative or the Canadian Borrower Representative, as the case may be, to the Administrative Agent prior to 11:00 A.M.or the Canadian Agent, New York City time three Business Days prior to the date of prepayment as applicable (in the case of Eurodollar Eurocurrency Loans outstanding in Dollars or any Designated Foreign Currency, Bankers’ Acceptances or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day Day’s irrevocable notice by the U.S. Borrower Representative or the Canadian Borrower Representative, as the case may be, to the Administrative Agent or the Canadian Agent, as applicable (in the case of (x) ABR Loans other than Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign Currency)Canadian Dollars) or same-day irrevocable notice by the U.S. Borrower Representative or the Canadian Borrower Representative, as the case may be, to the Administrative Agent or the Canadian Agent, as applicable (in the case of Swingline Loans). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Eurocurrency Loans, Bankers’ Acceptances, BA Equivalent Loans, ABR Loans or Canadian Prime Rate ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan Eurocurrency Loan, Bankers’ Acceptances or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, subsection 4.12 the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding Bankers’ Acceptances, BA Equivalent Loan or L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection subsection 4.4(a) in respect to any Loan denominated in Canadian Dollars or a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000(or, as applicablein the case of (a) partial prepayments made by the Canadian Borrowers, Cdn$1,000,000 and (b) Eurocurrency Loans outstanding in any Designated Foreign Currency, the Dollar Equivalent of an aggregate principal amount of at least approximately $1,000,000), provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers The Parent Borrower may at any time and from time to time prepay the Loans made to it and and, in accordance with subsection 3.05, the Reimbursement Obligations Amounts in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection subsection 4.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by the Parent Borrower Representative to the Administrative Agent prior to 11:00 A.M., New York City time three Business Days prior to the date of prepayment (in the case of Eurodollar Eurocurrency Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currencyoutstanding), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day Day’s irrevocable notice by the Parent Borrower Representative to the Administrative Agent (in the case of (x) Swingline ABR Loans and (y) Reimbursement Obligations Amounts outstanding in Dollars or a Designated Foreign Currency)Dollars). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans, BA Equivalent Eurocurrency Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement ObligationsAmounts, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement ObligationsAmounts. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, subsection 4.12 and accrued interest to such date on the Revolving Credit amount prepaid. Partial prepayments of (1) the Term Loans and the Reimbursement Obligations pursuant to this Section subsection shall (unless be applied pro rata to the respective installments of principal thereof, provided that notwithstanding the foregoing, any such partial prepayment may, at the option of the Parent Borrower otherwise directs) Borrower, be applied, first, first allocated to payment the Term Loans pro rata based upon the aggregate amount of the Swingline Loans installments thereof due in the next twelve months and then outstandingthe remainder of such partial prepayment shall be allocated and applied as set forth above, second, and (2) the Reimbursement Amounts pursuant to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, this subsection shall be applied to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000, as applicable, 1,000,000; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty but including, for the avoidance of doubt, accrued interest, upon irrevocable notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M.2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar EurodollarDaily Simple SOFR Rate Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), Term SOFR Rate Loans) or prior to 11:00 A.M.2:00 P.M., New York City time at least one Business Day prior to (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) ABR Loans, (y) Swingline Loans and (yz) Reimbursement Obligations outstanding in Dollars or a Designated Foreign CurrencyDollars). Such notice shall be irrevocable except as provided in Subsection 4.4(g). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar EurodollarDaily Simple SOFR Rate Loans, BA Equivalent Term SOFR Rate Loans or ABR Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section Subsection 4.4(a) and shall (unless the Parent Borrower Representative otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding andoutstanding, and last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000250,000, as applicable, ; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers The Parent Borrower may at any time and from time to time prepay the Loans made to it and and, in accordance with Section 3.5, the Reimbursement Obligations Amounts in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection Section 4.12, without premium or penalty, upon irrevocable at least three Business Days’ notice by the Parent Borrower Representative to the Administrative Agent prior to 11:00 A.M., New York City time three Business Days prior to the date of prepayment (in the case of Eurodollar Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Eurocurrency Loans outstanding and (y) Reimbursement Amounts outstanding in the Designated Foreign Currency), or at least one Business Day’s notice by the Parent Borrower to the Administrative Agent (in the case of (x) ABR Loans and (y) Reimbursement Obligations Amounts outstanding in Dollars or a Designated Foreign Currency)Dollars). Such notice shall specify, in the case of any prepayment of Loans, the identity of Tranche being prepaid, and if a combination thereof, the prepaying Borrowerprincipal amount allocable to each, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans, BA Equivalent Eurocurrency Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement ObligationsAmounts, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement ObligationsAmounts. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, Section 4.12 and accrued interest to such date on the Revolving Credit amount prepaid. Partial prepayments of (1) the Tranche B Term Loans and the Reimbursement Obligations pursuant to this Section 4.4(a) shall (unless be applied pro rata to the respective installments of principal thereof or as otherwise directed by the Parent Borrower otherwise directsand (2) the Reimbursement Amounts pursuant to this Section 4.4(a) shall be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, applied to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection Section 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000, as applicable, 1,000,000; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers The Borrower may at any time and from time to time time, upon notice to the Administrative Agent, prepay the Loans made to it and the Reimbursement Obligations Unreimbursed Amounts in respect of Letters of Credit and Bankers' Acceptances issued or documented for its account, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon irrevocable provided that such notice must be received by the Borrower Representative to the Administrative Agent prior to 11:00 A.M., New York City time not later than 1:00 p.m. (i) three Business Days prior to any date of prepayment of Eurocurrency Loans denominated in Dollars, (ii) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Loans denominated in Alternative Currencies, and (iii) on the date of prepayment (in the case of Eurodollar Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Base Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign Currency)). Such Each such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether (as determined at the Borrower's sole election and discretion) the prepayment is (i) of Term A Loans, Revolving Credit Loans or Swingline Swing Line Loans, or a combination thereof, and (ii) in the case of Eurodollar Revolving Loans, BA Equivalent of the relevant Borrowing of such Loans to be repaid, and (iii) of Eurocurrency Loans, ABR Loans or Canadian Prime Base Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement ObligationsUnreimbursed Amounts, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit or Bankers' Acceptance or Bankers' Acceptances and the amount allocable to each of such Reimbursement ObligationsUnreimbursed Amounts. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof; in the event such prepayment is of a Loan denominated in an Alternative Currency, the Administrative Agent shall also notify each Alternative Currency Funding Lender with respect to such Loan of its Alternative Currency Funding Pro Rata Share of such payment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12subsection 4.10 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of (i) the Term Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower's sole election and discretion), and (ii) the Revolving Credit Loans and the Reimbursement Obligations Unreimbursed Amounts pursuant to this Section subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Swing Line Loans then outstanding, second, to payment of the Borrowing of Revolving Credit Loans then outstandingdesignated by the Borrower, third, to payment of any Reimbursement Obligations Unreimbursed Amounts then outstanding and, last, to cash collateralize Cash Collateralize any outstanding L/C C-BA Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection 4.4(asubsection 4.2(a) shall be in multiples an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 or Cdn$1,000,000, as applicable, provided that, notwithstanding the foregoing, any Loan may be prepaid in its entiretyexcess thereof.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon irrevocable notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M.2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar Loans Loans) or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M.2:00 P.M., New York City time at least one Business Day prior to (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) ABR Loans, (y) Swingline Loans and (yz) Reimbursement Obligations outstanding in Dollars or a Designated Foreign CurrencyDollars). Such notice shall be irrevocable except as provided in Subsection 4.4(g). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans or ABR Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section and shall (unless the Parent Borrower Representative otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding andoutstanding, and last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000100,000, as applicable, ; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of Subject to Section ---------------------------------- ------- 2.19, the Borrowers may Borrower may, at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its accountLoans, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon at least five Business Days' irrevocable written notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M.Agent, New York City time three Business Days prior to the date of prepayment (in the case of Eurodollar Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign Currency)). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, specifying the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Alternate Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligationseach. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12Section 2.19, accrued interest to such date on the Revolving Credit Loans amount prepaid and the Reimbursement Obligations pursuant to this Section shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Loans any ------------ outstanding fees and expenses then outstanding, second, to payment due and owing. Partial prepayments of the Revolving Credit Loans then outstandingshall be applied to the Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its written notice to the Administrative Agent in which case the Revolving Credit Commitments shall be reduced in the manner set forth in Section 2.5(a). -------------- Partial prepayments of the Term Loans shall be applied first, thirdpro rata, to payment all ----- scheduled installments of any Reimbursement Obligations then outstanding andprincipal of the Term A Loans and the Term B Loans in the inverse order of their scheduled maturities and second, lastif the Term A Loans ------ and Term B Loans shall have been repaid in full, to cash collateralize the Revolving Credit Loans (with a concomitant pro rata reduction in the scheduled reductions of the Revolving Credit Commitments); provided that any outstanding L/C Obligation on terms reasonably satisfactory optional prepayment of the -------- Revolving Credit Loans shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its written notice to the Administrative Agent; provided, further, that any pro rata calculations required . Amounts prepaid on account of the Term A Loans and the Term B Loans or to reduce the Revolving Credit Commitments may not be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basisreborrowed. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples an aggregate principal amount of $1,000,000 or Cdn$1,000,000, as applicable, provided that, notwithstanding the foregoing, any Loan may be prepaid a whole multiple of $100,000 in its entiretyexcess thereof.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon irrevocable notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M.2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar Loans Loans) or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M.2:00 P.M., New York City time at least one Business Day prior to (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) ABR Loans, (y) Swingline Loans and (yz) Reimbursement Obligations outstanding in Dollars or a Designated Foreign CurrencyDollars). Such notice shall be irrevocable except as provided in Subsection 4.4(g). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans or ABR Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section and shall (unless the Parent Borrower Representative otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding andoutstanding, and last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000250,000, as applicable, ; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty but including, for the avoidance of doubt, accrued interest, upon irrevocable notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M.2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar Loans Loans) or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M.2:00 P.M., New York City time at least one Business Day prior to (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) ABR Loans, (y) Swingline Loans and (yz) Reimbursement Obligations outstanding in Dollars or a Designated Foreign CurrencyDollars). Such notice shall be irrevocable except as provided in Subsection 4.4(g). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans or ABR Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section and shall (unless the Parent Borrower Representative otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding andoutstanding, and last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000250,000, as applicable, ; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it (other than Bankers’ Acceptance Loans which may not be prepaid prior to the maturity date of the underlying B/A Instrument) and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection subsection 4.12, without premium or penalty, upon at least three (3) Business Days’ irrevocable notice by the applicable Borrower Representative to the U.S. Administrative Agent prior to 11:00 A.M.or the Canadian Administrative Agent, New York City time three Business Days prior to the date of prepayment as applicable (in the case of Eurodollar Eurocurrency Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign CurrencyDollars), prior to 11:00 A.M., New York City time at least one (1) Business Day prior Day’s irrevocable notice by the applicable Borrower to the date of prepayment U.S. Administrative Agent or the Canadian Administrative Agent, as applicable (in the case of (x) ABR Loans and Canadian Prime Rate Loans other than Swingline LoansSwing Line Loans and (y) Reimbursement Obligations) or same-day irrevocable notice by the applicable Borrower Representative to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable (in the case of (x) Swingline Loans and (y) Reimbursement Swing Line Loans); provided that, if a notice of prepayment in connection with a repayment of all outstanding Obligations outstanding is given in Dollars or connection with a Designated Foreign Currency))conditional notice of termination of Commitments as contemplated by subsection 2.3, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with subsection 2.3. Such notice shall specify, specify (A) in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit RCF Loans or Swingline Swing Line Loans, or a combination thereof, thereof and (ii) of Eurodollar Loans, BA Equivalent Eurocurrency Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, and (B) in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to the proviso contained in the third preceding sentence) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, subsection 4.12 and accrued interest to such date on the Revolving Credit amount prepaid. Prepayments of RCF Loans and the Reimbursement Obligations pursuant to this Section subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Swing Line Loans then outstanding, second, to payment of the Revolving Credit RCF Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding Bankers’ Acceptance Loans or L/C Obligation Obligations on terms reasonably satisfactory to the U.S. Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency Canadian Dollars shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples of $1,000,000 (or, in the case of partial prepayments made by the Canadian Borrowers, Cdn$1,000,000) (or, if the RCF Loans then outstanding are less than $1,000,000 or Cdn$1,000,000, as applicable, such lesser amount), provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection subsection 4.12, without premium or penalty, upon irrevocable notice (in substantially the form attached hereto as Exhibit E) by the Borrower Representative to the Administrative Agent prior to 11:00 A.M.1:00 P.M., New York City time time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign CurrencyEurocurrency Loans), or prior to 11:00 A.M.1:00 P.M., New York City time time, at least one Business Day prior to (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign Currency)Dollars). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans, Incremental ABL Loans or Swingline Extended ABL Loans, or a combination thereof, and (ii) of Eurodollar Eurocurrency Loans or ABR Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection this subsection 4.12, . Partial prepayments of the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section subsection 4.4(a) shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, thirdsecond, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000250,000, as applicable, provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it (other than Bankers' Acceptance Loans which may not be prepaid prior to the maturity date of the underlying B/A Instrument) and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection subsection 4.12, without premium or penalty, upon at least three Business Days' irrevocable notice by the applicable Borrower Representative to the U.S. Administrative Agent prior to 11:00 A.M.or the Canadian Administrative Agent, New York City time three Business Days prior to the date of prepayment as applicable (in the case of Eurodollar Eurocurrency Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign CurrencyDollars), prior to 11:00 A.M., New York City time at least one Business Day prior Day's irrevocable notice by the applicable Borrower to the date of prepayment U.S. Administrative Agent or the Canadian Administrative Agent, as applicable (in the case of (x) ABR Loans and Canadian Prime Rate Loans other than Swingline LoansSwing Line Loans and (y) Reimbursement Obligations) or same-day irrevocable notice by the applicable Borrower Representative to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable (in the case of (x) Swingline Loans and (y) Reimbursement Swing Line Loans); provided that, if a notice of prepayment in connection with a repayment of all outstanding Obligations outstanding is given in Dollars or connection with a Designated Foreign Currency))conditional notice of termination of Commitments as contemplated by subsection 2.4, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with subsection 2.4. Such notice shall specify, specify (A) in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Term Loans, RCF Loans or Swingline Swing Line Loans, or a combination thereof, and (ii) of Eurodollar Loans, BA Equivalent Eurocurrency Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, and (B) in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to the proviso contained in the third preceding sentence) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, subsection 4.12 and accrued interest to such date on the Revolving Credit amount prepaid. Partial prepayments of the Term Loans pursuant to this subsection shall be applied ratably to each Tranche of Term Loans to reduce the required amortization of such Term Loans pursuant to subsection 2.1(e) as directed by the Parent Borrower. Prepayments of RCF Loans and the Reimbursement Obligations pursuant to this Section subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Swing Line Loans then outstanding, second, to payment of the Revolving Credit RCF Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding Bankers' Acceptance Loans or L/C Obligation Obligations on terms reasonably satisfactory to the U.S. Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency Canadian Dollars shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples of $1,000,000 or (or, in the case of partial prepayments made by the Canadian Borrowers, Cdn$1,000,000, as applicable), provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers The Borrower may at any time and from time to time time, upon notice to the Administrative Agent, prepay the Loans made to it and the Reimbursement Obligations Unreimbursed Amounts in respect of Letters of Credit and Bankers’ Acceptances issued or documented for its account, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon irrevocable provided that such notice must be received by the Borrower Representative to the Administrative Agent prior to 11:00 A.M., New York City time not later than 1:00 p.m. (i) three Business Days prior to any date of prepayment of Eurocurrency Loans denominated in Dollars, (ii) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Loans denominated in Alternative Currencies, and (iii) on the date of prepayment (in the case of Eurodollar Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Base Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign Currency)). Such Each such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Term B Loans, Revolving Credit Loans or Swingline Swing Line Loans, or a combination thereof, and (ii) in the case of Eurodollar Revolving Loans, BA Equivalent of the relevant Borrowing of such Loans to be repaid, and (iii) of Eurocurrency Loans, ABR Loans or Canadian Prime Base Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement ObligationsUnreimbursed Amounts, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit or Bankers’ Acceptance or Bankers’ Acceptances and the amount allocable to each of such Reimbursement ObligationsUnreimbursed Amounts. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof; in the event such prepayment is of a Loan denominated in an Alternative Currency, the Administrative Agent shall also notify each Alternative Currency Funding Lender with respect to such Loan of its Alternative Currency Funding Pro Rata Share of such payment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12subsection 4.10 and, in the case of prepayments of the Term B Loans only, accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of (i) the Term B Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice, and (ii) the Revolving Credit Loans and the Reimbursement Obligations Unreimbursed Amounts pursuant to this Section subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Swing Line Loans then outstanding, second, to payment of the Borrowing of Revolving Credit Loans then outstandingdesignated by the Borrower, third, to payment of any Reimbursement Obligations Unreimbursed Amounts then outstanding and, last, to cash collateralize Cash Collateralize any outstanding L/C C-BA Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection 4.4(asubsection 4.2(a) shall be in multiples an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 or Cdn$1,000,000, as applicable, provided that, notwithstanding in excess thereof. Notwithstanding the foregoing, any voluntary prepayment of the Term B Loans effected on or prior to the first anniversary of the Closing Date as a result of a Repricing Transaction shall be accompanied by a prepayment fee equal to 1.00% of the principal amount of the Term B Loans prepaid, unless such prepayment premium is waived by the applicable Term B Loan may be prepaid in its entiretyLender.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it (other than Bankers’ Acceptance Loans which may not be prepaid prior to the maturity date of the underlying B/A Instrument) and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection subsection 4.12, without premium or penalty, upon at least three (3) Business Days’ irrevocable notice by the applicable Borrower Representative to the U.S. Administrative Agent prior to 11:00 A.M.or the Canadian Administrative Agent, New York City time three Business Days prior to the date of prepayment as applicable (in the case of Eurodollar Eurocurrency Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign CurrencyDollars), prior to 11:00 A.M., New York City time at least one (1) Business Day prior Day’s irrevocable notice by the applicable Borrower to the date of prepayment U.S. Administrative Agent or the Canadian Administrative Agent, as applicable (in the case of (x) ABR Loans and Canadian Prime Rate Loans other than Swingline LoansSwing Line Loans and (y) Reimbursement Obligations) or same-day irrevocable notice by the applicable Borrower Representative to the U.S. Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Swing Line Loans); provided that, if a notice of prepayment in connection with a repayment of all outstanding Obligations outstanding is given in Dollars or connection with a Designated Foreign Currency))conditional notice of termination of Commitments as contemplated by subsection 2.3, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with subsection 2.3. Such notice shall specify, specify (A) in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Incremental Term Loans, RCF Loans or Swingline Swing Line Loans, or a combination thereof, thereof and (ii) of Eurodollar Loans, BA Equivalent Eurocurrency Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, and (B) in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to the proviso contained in the third preceding sentence) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, subsection 4.12 and accrued interest to such date on the Revolving Credit amount prepaid. Partial prepayments of Incremental Term Loans of any Tranche pursuant to this subsection shall be applied ratably to Incremental Term Loans outstanding under such Tranche and shall reduce the required amortization of such Incremental Term Loans as provided in the applicable Incremental Amendment. Prepayments of Loans (other than Incremental Term Loans) and the Reimbursement Obligations pursuant to this Section subsection by a Borrower shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Swing Line Loans then outstanding, second, to payment of the Revolving Credit RCF Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding Bankers’ Acceptance Loans or L/C Obligation Obligations on terms reasonably satisfactory to the U.S. Administrative AgentAgent (in each case, outstanding with respect to such Borrower); provided, further, that any pro rata calculations required to be made pursuant to this Subsection subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency Canadian Dollars shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples of $1,000,000 (or, in the case of partial prepayments made by the Canadian Borrowers, Cdn$1,000,000) (or, if the Loans then outstanding are less than $1,000,000 or Cdn$1,000,000Cdn $1,000,000, as applicable, such lesser amount), provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon irrevocable notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar Loans Term SOFR Rate Loans) or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) ABR Loans, (y) Swingline Loans and (yz) Reimbursement Obligations outstanding in Dollars or a Designated Foreign CurrencyDollars). Such notice shall be irrevocable except as provided in Subsection 4.4(g). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Term SOFR Rate Loans or ABR Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, with respect to the applicable Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section and shall (unless the Parent Borrower Representative otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding andoutstanding, and last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000250,000, as applicable, ; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.. 107

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection subsection 4.12, without premium or penalty, upon irrevocable notice (in substantially the form attached hereto as Exhibit E) by the Borrower Representative to the Administrative Agent prior to 11:00 A.M.1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign CurrencyEurocurrency Loans), or prior to 11:00 1:00 P11:00 A.M., New York City time at least one Business Day prior to (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice (prior to 4:00 P.M., New York City time) by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign Currency)Dollars). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans, Incremental ABL Loans, Extended ABL Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Eurocurrency Loans or ABR Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection this subsection 4.12, . Partial prepayments of the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section subsection 4.4(a) shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection 4.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection subsection 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000250,000 (in the case of Loans other than Swingline Loans) and in a minimum amount of $100,000, in the case of Swingline Loans, as applicable, provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.

Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection Section 4.12, without premium or penalty, upon irrevocable at least three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice by the applicable Borrower Representative to the Administrative Agent prior to 11:00 A.M.or the Canadian Agent, New York City time three Business Days prior to the date of prepayment as applicable (in the case of Eurodollar Eurocurrency Loans outstanding in Dollars or any Designated Foreign Currency, Bankers’ Acceptances or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to Day’s (or such shorter period as may be agreed by the date of prepayment (Administrative Agent in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loansits reasonable discretion) or same-day irrevocable notice by the applicable Borrower Representative to the Administrative Agent or the Canadian Agent, as applicable (in the case of (x) Swingline ABR Loans other than Swing Line Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign CurrencyCanadian Dollars) or same-day notice by the applicable Borrower to the Administrative Agent or the Canadian Agent, as applicable (in the case of Swing Line Loans). Such notice shall be irrevocable except as provided in Section 4.4(f). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and the Tranches being prepaid and if a combination thereof the principal amount allocable to each, and whether the prepayment is (i) of Revolving Credit Loans or Swingline Eurocurrency Loans, or a combination thereof, and (ii) of Eurodollar LoansBankers’ Acceptances, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Section 4.4(f)) be due and payable on the date specified therein, together with (if a Eurodollar Loan Eurocurrency Loan, Bankers’ Acceptances or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection Section 4.12, . Partial prepayments of the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section 4.4(a) shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Swing Line Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding Bankers’ Acceptances or L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this Subsection Section 4.4(a) in respect to any Loan denominated in Canadian Dollars or a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this Subsection Section 4.4(a) shall be in multiples of $1,000,000 or Cdn$1,000,000(or, as applicablein the case of (i) partial prepayments made by the Canadian Borrowers, Cdn$1,000,000 and (ii) Eurocurrency Loans outstanding in any Designated Foreign Currency, the Dollar Equivalent of an aggregate principal amount of at least approximately $1,000,000), provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.