Common use of Repayment of Term Loans Clause in Contracts

Repayment of Term Loans. (a) The principal amount of the Term B-3 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. (a) The principal amount Subject to adjustment pursuant to paragraph (c) of this Section and paragraph (a) of Section 2.11, the Company shall repay Term Loans owed by it (such repayment to be in Dollars if made in respect of Dollar Term Loans or in Euros if made in respect of Euro Term Loans) on (x) the three-month anniversary of the Term B-3 Loans shall be repaid in consecutive quarterly installments Original Effective Date, and each three-month anniversary thereafter (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (each such date being referred to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, as an “Installment Date”) commencing on and prior to the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Term B Loan Maturity Date or the Term C-2 Loan Maturity Date, as applicable, in an aggregate amount for each Class of Term Loans equal to 1/4 of 1% of the then Maximum Term B-3 Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid Amount with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17Class, as applicable; and (y) the Term BC-2 Loan Maturity Date in an amount equal to the remaining principal amount of the Term B Loans owed by it and (z) the Term C Loan Maturity Date in an amount equal to the remaining principal amount of the Term CC-2 Loans owed by it. (b) To the extent not previously paid, all Term BC-2 Loans shall be due and payable on the Term B Loan Maturity Date and all Term C Loans shall be due and payable on the Term CC-2 Loan Maturity Date. (c) Prepayment of Term Loans pursuant to (x) Section 2.11(c)(i) shall be allocated among Classes of Term Loans on a pro rata basis and shall be applied within such Class to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of such Class of Term Loans and (y) to Section 2.11(c)(ii) shall be applied, at the Company’s option, either (a) to the Term B Loans, (b) on a pro rata basis among all Classes of Term Loans or (c) any combination of options (a) and (b) above and, in each Classcase,and shall be applied within such Class to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of such Class of Term Loans; provided that Pari Passu Notes shall also be permitted to be repurchased with a pro rata portion of any prepayment amount (such portion not to exceed the face amount of Pari Passu Notes so repurchased) that would otherwise be used to prepay Term Loans pursuant to this Section 2.11(c). (d) Any Lender holding Term Loans may elect, on not less than two Business Days’ prior written notice to the Administrative Agent with respect to any mandatory prepayment made pursuant to Section 2.11(c), not to have such prepayment applied to such Lender’s Term Loans, in which case the amount not so applied shall be retained by the Company (and applied as it elects). (e) Prior to any repayment of any Borrowing under any Class hereunder, the Borrower Representative, on behalf of the applicable Borrower, shall select the Borrowing or Borrowings under such Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, one Business Day before the scheduled date of such repayment and (ii) in the case of a Eurocurrency Borrowing, three Business Days before the scheduled date of such repayment. Each repayment of a Borrowing (x) in the case of the Revolving Facility, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of a Swingline Dollar Borrowing or a Swingline Euro Borrowing hereunder, the applicable Swingline Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, on the scheduled date of such repayment. Except as provided in Section 2.13(d), repayments of Borrowings shall be accompanied by accrued interest on the amount repaid. (f) Amounts to be applied pursuant to Section 2.11(c) shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under Section 2.11(c) shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount; or (B) prepaid immediately, together with all other any amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than owing to the Maturity DateLenders under Section 2.16.

Repayment of Term Loans. (a) The Borrower shall repay to the Term Lenders the aggregate principal amount of the all Term B-3 B Loans shall be repaid in consecutive quarterly installments in the amount of $900,000 (each, an “Installment”) of which amount represents 0.25% of the original outstanding aggregate principal amount thereof of all Term B Loans on the Amendment No. 4 Second A&R Effective Date Date) on the twenty-first day (provided that to the extent the twenty-first day is not a Business Day, such installment shall be decreased made on the first Business Day following the twenty-first day) of each March, June, September and December (which amounts shall be reduced as a result of the application of prepayments in accordance with SECTION 2.17(fthe order of priority set forth in Section 2.05) in the event of any mandatory prepayments of the Term Loans made hereunder)beginning June 21, each on the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 Loans2013. (b) The Borrower shall repay to the Term Lenders on the Maturity Date the aggregate principal amount of each Incremental all Term Loan B Loans outstanding on such date; provided that if (i) prior to January 14, 2017 the Borrower purchases, redeems, defeases or otherwise refinances its 11.50% Senior Notes due 2017, such that no more than $10 million of such Senior Notes remain outstanding, with cash on hand and/or indebtedness maturing July 16, 2020 or later (the “Senior Notes Refinancing”), the Borrower may elect in its sole discretion (without, for the avoidance of doubt, any Series shall amortize as provided in other conditions or consent requirements) to extend the applicable Incremental Term Loan Amendment. Maturity Date to November 2, 2017, by written notice to the Administrative Agent prior to January 14, 2017 and (cii) The principal amount if prior to October 3, 2017, the Borrower has affected the Senior Notes Refinancing and purchases, redeems, defeases or otherwise refinances its Second Lien Notes, such that no more than $10 million of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance Second Lien Notes remain outstanding, with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder cash on hand and/or indebtedness maturing July 16, 2020 or as directed by later, the Borrower may elect in its sole discretion (without, for the event avoidance of doubt, any voluntary prepayments of other conditions or consent requirements) to extend the Term Loans hereunder). Notwithstanding the foregoingMaturity Date (including as it may have already been extended) to April 16, (x) the amounts required to be paid with respect 2020 by written notice to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17Administrative Agent prior to October 3, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date2017.

Repayment of Term Loans. (a) The Subject to the other paragraphs of this Section, commencing October 1, 2012, the Borrower shall (subject to the application of clause (b) below and Section 2.23) repay Borrowings on the first day of April, July, October and January in each year prior to the Maturity Date (each such date being referred to as a “Term Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the Term B-3 Loans, and the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date and shall be in consecutive quarterly installments (each, an “Installment”) of 0.25% of amount equal to the original aggregate principal amount of all Term Loans outstanding on such date. (b) Prepayment of the Borrowings from: (i) Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be applied first to ABR Loans and then to Eurodollar Loans, with the application thereof on as directed by the Amendment No. 4 Effective Date Borrower (or if the Borrower fails to be decreased specify, in accordance with SECTION 2.17(fdirect order of maturity), (ii) in the event of any mandatory optional prepayments of the Term Loans made hereunderpursuant to Section 2.11(a) shall be applied to the remaining installments thereof, in each case, as directed by the Borrower (or if the Borrower fails to specify, shall be applied first to ABR Loans and then to Eurodollar Loans, in each case, in direct order of maturity), each on the last day of each Fiscal Quarter and (each, an “Installment Date”iii) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date any prepayments of the Term B-3 Loans. (bLoans effected as a result of transactions permitted by Sections 6.01(a) The principal amount or 9.08(d) may be applied at the option of each Incremental the Borrower first to the earliest maturity portion of the Term Loan Loans and then to the next earliest maturity portion of any Series shall amortize as provided the Term Loans in accordance with the applicable Incremental terms of the Term Loan AmendmentFacility. (c) The principal amount Prior to any optional repayment of any Borrowing hereunder, the Borrower shall notify the Administrative Agent by telephone (confirmed by fax or other electronic transmission (including “.pdf” or “.tif”)) of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (Borrowings to be decreased in accordance with SECTION 2.17(frepaid not later than 12:00 p.m., Local Time, (i) in the event case of any mandatory prepayments an ABR Borrowing, one (1) Business Day before the scheduled date of such Extended Term Loan made hereunder or as directed by the Borrower repayment and (ii) in the event case of any voluntary prepayments a Eurodollar Borrowing, three (3) Business Days before the scheduled date of the Term Loans hereunder)such repayment. Notwithstanding the foregoing, (x) the amounts required to Each repayment of a Borrowing shall be paid with respect applied ratably to the Term Loans included in the repaid Borrowing. Repayments of any Class Borrowings shall be reduced in connection with accompanied by accrued interest on the amount repaid. In the event the Borrower fails to specify the Borrowings to which any such voluntary prepayment of shall be applied, such prepayment shall be applied as follows first to prepay the Term ABR Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) then to the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shallEurodollar Loans, in any eventeach case, be paid in full no later than the Maturity Datedirect order of maturity.

Repayment of Term Loans. (a) The Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrowers shall repay principal of outstanding Term Loans on the last Business Day of each March, June, September and December of each year (commencing on the last Business Day of September 2021) (each such date being referred to as a “Term B-1 Loan Installment Date”) in an aggregate principal amount of the Term B-3 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of equal to 0.25% of the original aggregate principal amount thereof of Term B-1 Loans outstanding on the Amendment No. 4 1 Effective Date Date; (to be decreased in accordance with SECTION 2.17(fii) in the event that any Other Term Loans are made, the applicable Borrowers thereof shall repay such Other Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment (each such date being referred to as an “Other Term Loan Installment Date”); and (iii) to the extent not previously paid, all outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) [Reserved]. (c) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any, to reduce amounts due on the succeeding Term Loan Installment Dates for such Classes in direct order of maturity thereof; provided, that, subject to the pro rata application to Term Loans outstanding within any respective Class of Term Loans, (x) with respect to mandatory prepayments of Term Loans pursuant to Section 2.11(b)(i)(1), any Class of Other Incremental Term Loans may receive less than such pro rata share thereof (so long as the amount by which such pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Term B-1 Loans and any other Classes of then outstanding Other Incremental Term Loans), in each case to the extent the respective Class receiving less than its pro rata share has consented thereto and (y) the Borrower Representative shall allocate any repayments pursuant to Section 2.11(b)(i)(2) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(b)(i)(2). Any optional prepayments of the Term Loans made hereunder), each on pursuant to Section 2.11(a) shall be applied to the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments installments of the Term Loans under the applicable Class or Classes as the Borrower Representative may in each case direct. Prior to any prepayment of any Term Loan under any Facility hereunder, except as set forth in Section 2.10(d), the Borrower Representative shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by telephone (confirmed by electronic means) of such selection not later than (i) in the case of a Base Rate Borrowing, 11:00 a.m., New York City time, on the scheduled date of such prepayment and (ii) in the case of a Term SOFR Borrowing, 11:00 a.m., New York City time, three (3) Business Days before the scheduled date of such prepayment (or, in each case, such shorter period acceptable to the Administrative Agent). Notwithstanding Each such notice shall be irrevocable; provided, that a notice of prepayment may state that such notice is conditioned upon the foregoingeffectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower Representative (xby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing shall be applied ratably to the amounts Term Loans included in the repaid Borrowing. All repayments of Term Loans shall be accompanied by (1) accrued interest on the amount repaid to the extent required by Section 2.13(d) and (2) break funding payments pursuant to Section 2.16. (d) The Borrower Representative shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be paid made pursuant to Section 2.11(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Borrower Representative no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(b) not be made (the aggregate amount of any Class shall be reduced in connection with any such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such Class mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s pro rata share of the Term Loans (excluding the pro rata share of Declining Term Lenders)). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrowers. Each Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (unless declined by the respective Accepting Term Lender as described in the preceding sentence) shall be applied to the respective Term Loans of such Lenders. For the avoidance of doubt, the Borrowers may, at their option, apply any amounts retained in accordance with SECTION 2.16 or 2.17, as applicable; and (ythe immediately preceding sentence to prepay loans in accordance with Section 2.11(a) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Datebelow.

Repayment of Term Loans. (a) The principal amount of the Term B-3 B Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment No. 4 Effective Closing Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 B Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Extended Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. (a) The Borrower shall repay the Term B-67 Loans (x) on the last day of each March, June, September and December (commencing on September 30, 2021December 31, 2024) in the principal amount of Term B-67 Loans equal to (i) the Term B-3 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate outstanding principal amount thereof of Term B-67 Loans immediately after closing on the Amendment No. 4 911 Effective Date multiplied by (ii) 0.25% (amounts required to be repaid under this clause (x) to be decreased in accordance with SECTION Section 2.17(f) in the event of any mandatory prepayments of such Term B-67 Loans made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term B-67 Loans made hereunder), each on the last day of each Fiscal Quarter ) and (each, an “Installment Date”y) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 LoansB-67 Loans in the principal amount of the Term B-67 Loans then outstanding. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION Section 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION Section 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. (a) The principal amount of the Term B-3 B-12 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 13 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment No. 4 13 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 B-12 Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Extended Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. (a) The principal amount Subject to adjustment pursuant to paragraph (c) of this Section, and paragraph (a) of Section 2.11, the Company shall repay Term Loans owed by it (such repayment to be in Dollars if made in respect of Dollar Term Loans or in Euros if made in respect of Euro Term Loans) on (x) the three-month anniversary of the Term B-3 Loans shall be repaid in consecutive quarterly installments Original Effective Date, and each three-month anniversary thereafter (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (each such date being referred to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, as an “Installment Date”) commencing on and prior to the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Term B Loan Maturity Date or the Term C Loan Maturity Date, as applicable, in an aggregate amount for each Class of Term Loans equal to 1/4 of 1% of the then Maximum Term Amount andwith respect to such Class, (y) the Term B Loan Maturity Date in an amount equal to the remaining principal amount of the Term B-3 LoansB Loans owed by it and (z) the Term C Loan Maturity Date in an amount equal to the remaining principal amount of the Term C Loans owed by it. (b) The principal amount of each Incremental To the extent not previously paid, all Term B Loans shall be due and payable on the Term B Loan of any Series Maturity Date and all Term C Loans shall amortize as provided in be due and payable on the applicable Incremental Term C Loan AmendmentMaturity Date. (c) The principal Prepayment of Term Loans pursuant to Section 2.11(c) shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the Extended remaining scheduled amortization payments in respect of the Term Loans.(x) Section 2.11(c)(i) shall be allocated among Classes of Term Loans on a pro rata basis and shall be applied within such Class to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of such Class of Term Loans and (y) to Section 2.11(c)(ii) shall be applied, at the Company’s option, either (a) to the Term B Loans, (b) on a pro rata basis among all Classes of Term Loans or (c) any combination of options (a) and (b) above and, in each case, shall be applied within such Class to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of such Class of Term Loans; provided that Pari Passu Notes shall also be permitted to be repurchased with a pro rata portion of any Extension Series prepayment amount (such portion not to exceed the face amount of Pari Passu Notes so repurchased) that would otherwise be used to prepay Term Loans pursuant to this Section 2.11(c). (d) Any Lender holding Term Loans may elect, on not less than two Business Days’ prior written notice to the Administrative Agent with respect to any mandatory prepayment made pursuant to Section 2.11(c), not to have such prepayment applied to such Lender’s Term Loans, in which case the amount not so applied shall amortize be retained by the Company (and applied as it elects). (e) Prior to any repayment of any Borrowing under any FacilityClass hereunder, the Borrower Representative, on behalf of the applicable Borrower, shall select the Borrowing or Borrowings under such FacilityClass to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, one Business Day before the scheduled date of such repayment and (ii) in the case of a Eurocurrency Borrowing, three Business Days before the scheduled date of such repayment. Each repayment of a Borrowing (x) in the case of the Revolving Facility, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of a Swingline Dollar Borrowing or a Swingline Euro Borrowing hereunder, the applicable Swingline Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, on the scheduled date of such repayment. Except as provided in Section 2.13(d), repayments of Borrowings shall be accompanied by accrued interest on the applicable Term Loan Extension Amendment amount repaid. (f) Amounts to be decreased in accordance with SECTION 2.17(fapplied pursuant to Section 2.11(c) in the event of any mandatory prepayments of shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such Extended application shall be applied to prepay Eurodollar Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder)Loans. Notwithstanding the foregoing, (x) if the amounts required to be paid with respect to the Term Loans amount of any Class shall be reduced in connection with any prepayment of Loans required under Section 2.11(c) shall be in excess of the Term amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such Class prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in accordance with SECTION 2.16 or 2.17, as applicablean escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (yii) at any time while a Default has occurred and is continuing, the Term Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans of each Classin an amount equal to such Excess Amount; or (B) prepaid immediately, together with all other any amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than owing to the Maturity DateLenders under Section 2.16.

Repayment of Term Loans. (a) The Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrowers shall repay principal of outstanding Term Loans on the last Business Day of each March, June, September and December of each year (commencing on the last Business Day of September 2021June 2024) (each such date being referred to as a “Term B-1-2 Loan Installment Date”) in an aggregate principal amount of the Term B-3 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of equal to 0.25% of the original aggregate principal amount thereof of Term B-1-2 Loans outstanding on the Amendment No. 4 13 Effective Date Date; (to be decreased in accordance with SECTION 2.17(fii) in the event that any Other Term Loans are made, the applicable Borrowers thereof shall repay such Other Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment (each such date being referred to as an “Other Term Loan Installment Date”); and (iii) to the extent not previously paid, all outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) [Reserved]. (c) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1-2 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1-2 Loans and Other Term Loans, if any, to reduce amounts due on the succeeding Term Loan Installment Dates for such Classes in direct order of maturity thereof; provided, that, subject to the pro rata application to Term Loans outstanding within any respective Class of Term Loans, (x) with respect to mandatory prepayments of Term Loans pursuant to Section 2.11(b)(i)(1), any Class of Other Incremental Term Loans may receive less than such pro rata share thereof (so long as the amount by which such pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Term B-1-2 Loans and any other Classes of then outstanding Other Incremental Term Loans), in each case to the extent the respective Class receiving less than its pro rata share has consented thereto and (y) the Borrower Representative shall allocate any repayments pursuant to Section 2.11(b)(i)(2) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(b)(i)(2). Any optional prepayments of the Term Loans made hereunder), each on pursuant to Section 2.11(a) shall be applied to the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments installments of the Term Loans under the applicable Class or Classes as the Borrower Representative may in each case direct. Prior to any prepayment of any Term Loan under any Facility hereunder, except as set forth in Section 2.10(d), the Borrower Representative shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by telephone (confirmed by electronic means) of such selection not later than (i) in the case of a Base Rate Borrowing, 11:00 a.m., New York City time, on the scheduled date of such prepayment and (ii) in the case of a Term SOFR Borrowing, 11:00 a.m., New York City time, three (3) Business Days before the scheduled date of such prepayment (or, in each case, such shorter period acceptable to the Administrative Agent). Notwithstanding Each such notice shall be irrevocable; provided, that a notice of prepayment may state that such notice is conditioned upon the foregoingeffectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower Representative (xby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing shall be applied ratably to the amounts Term Loans included in the repaid Borrowing. All repayments of Term Loans shall be accompanied by (1) accrued interest on the amount repaid to the extent required by Section 2.13(d) and (2) break funding payments pursuant to Section 2.16. (d) The Borrower Representative shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be paid made pursuant to Section 2.11(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Borrower Representative no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(b) not be made (the aggregate amount of any Class shall be reduced in connection with any such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such Class mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s pro rata share of the Term Loans (excluding the pro rata share of Declining Term Lenders)). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrowers. Each Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (unless declined by the respective Accepting Term Lender as described in the preceding sentence) shall be applied to the respective Term Loans of such Lenders. For the avoidance of doubt, the Borrowers may, at their option, apply any amounts retained in accordance with SECTION 2.16 or 2.17, as applicable; and (ythe immediately preceding sentence to prepay loans in accordance with Section 2.11(a) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Datebelow.

Repayment of Term Loans. (a) The principal amount of the Borrower shall repay Term B-3 B-5 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”x) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter March, June, September and December (each, an “Installment Date”) commencing on December 31, 2017) in the first Installment Date principal amount of Term B-5 Loans equal to (i) the aggregate outstanding principal amount of Term B-5 Loans immediately after closing on the Amendment No. 4 6 Effective Date with the entire remaining unpaid balance due on multiplied by (ii) 0.25% and (y) onOn the Maturity Date of the Term B-3 B-5 Loans, the Borrower shall repay in full the principal amount of the Term B-5 Loans then outstanding. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. The Company shall pay to the Administrative Agent, (aA) The in the case of the Initial Term Loans, for the account of the Initial Term Loan Lenders, on each Payment Date commencing with the Payment Date occurring on May 1, 2013, a principal amount of the Initial Term B-3 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of equal to 0.25% of the original aggregate principal amount thereof of Initial Term Loans made on the Amendment No. 4 Effective Date and (to be decreased in accordance with SECTION 2.17(fB) in the event of any mandatory prepayments case of the Tranche B Term Loans, for the account of the Tranche B Term Loan Lenders, on each Payment Date commencing with the Payment Date occurring on May 1, 2014, a principal amount of Tranche B Term Loans equal to 0.25% of the aggregate principal amount of Tranche B Term Loans made hereunderon the Incremental Facility No. 1 Closing Date, in each case of clauses (A) and (B), each as such amount may be reduced pursuant to Sections 2.09(b) and 2.10(g). To the extent not previously paid, (i) all Initial Term Loans shall be due and payable on the last day of each Fiscal Quarter Initial Term Loan Maturity Date and (each, an “Installment Date”ii) commencing all Tranche B Term Loans shall be due and payable on the first Installment Date after the Amendment NoTranche B Term Loan Maturity Date. 4 Effective Date with the entire remaining unpaid balance due All repayments made pursuant to this Section 2.03 shall be accompanied by accrued interest on the Maturity Date amount repaid and shall be subject to Section 2.19.” (e) Section 2.07 of the Term B-3 Loans.Credit Agreement is hereby amended: (i) To amend and restate clause (b) The principal amount of each Incremental Term Loan of any Series shall amortize thereof to read as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.follows:

Repayment of Term Loans. Subject to the other paragraphs of thisSection 2.07. Section 2.07, the Borrower shall repay Term B Borrowings (aincluding, for the(i) The avoidance of doubt, the Third Amendment Incremental Term Loans) to the Administrative Agent for the ratable accounts of the Lenders on the last Business Day of March, June, September and December, commencing with September 30, 2014, and prior to the Term B Facility Maturity Date (each such date, a “Scheduled Repayment Date”) in the aggregate principal amount (a “Scheduled Repayment”) equal to $1,486,290.61; in the event that any Incremental Term Loans are made on an Increased(ii) Amount Date, the Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the Incremental Assumption Agreement; and to the extent not previously paid, outstanding Term Loans shall be due(iii) and payable on the applicable Term Facility Maturity Date. Prepayment of the Term B-3 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”from:(b) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, an “Installment Date”pursuant to Section(i) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 Loans. (b2.08(b) The principal amount of each Incremental Term Loan of shall be applied as specified therein; any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary optional prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (xpursuant to Section(ii) the amounts required to be paid with respect to the Term Loans of any Class 2.08(a)(i) shall be reduced in connection with any prepayment applied among the remaining Scheduled Repayments of the Term Loans as the Borrower may direct and, in the absence of such Class direction, in accordance with SECTION 2.16 or 2.17, as applicabledirect order of maturity; and (y) any Discounted Voluntary Prepayments of the Term Loans pursuant to(iii) Section 2.08(a)(iii) shall be applied in direct order of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Datematurity. Prepayment of Loans.

Repayment of Term Loans. (a) The principal amount of the Term B-3 B-1 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 1 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment No. 4 1 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 B-1 Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Extended Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. (a) The Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrowers shall repay principal of outstanding Term Loans on the last Business Day of each March, June, September and December of each year (commencing on the last Business Day of September 2019) (each such date being referred to as an “Initial Term Loan Installment Date”) in an aggregate principal amount of the Term B-3 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of equal to 0.25% of the original aggregate principal amount thereof of Initial Term Loans funded on the Amendment No. 4 Effective Date Closing Date; (to be decreased in accordance with SECTION 2.17(fii) in the event that any Other Term Loans are made, the applicable Borrowers thereof shall repay such Other Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment (each such date being referred to as an “Other Term Loan Installment Date”); and (iii) to the extent not previously paid, all outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) [Reserved]. (c) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) shall be applied so that the aggregate amount of such prepayment is allocated among the Initial Term Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Initial Term Loans and Other Term Loans, if any, to reduce amounts due on the succeeding Term Loan Installment Dates for such Classes in direct order of maturity thereof; provided, that, subject to the pro rata application to Term Loans outstanding within any respective Class of Term Loans, (x) with respect to mandatory prepayments of Term Loans pursuant to Section 2.11(b)(i)(1), any Class of Other Incremental Term Loans may receive less than such pro rata share thereof (so long as the amount by which such pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Initial Term Loans and any other Classes of then outstanding Other Incremental Term Loans), in each case to the extent the respective Class receiving less than its pro rata share has consented thereto and (y) the Borrower Representative shall allocate any repayments pursuant to Section 2.11(b)(i)(2) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(b)(i)(2). Any optional prepayments of the Term Loans made hereunder), each on pursuant to Section 2.11(a) shall be applied to the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments installments of the Term Loans under the applicable Class or Classes as the Borrower Representative may in each case direct. Prior to any prepayment of any Term Loan under any Facility hereunder, except as set forth in Section 2.10(d), the Borrower Representative shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by telephone (confirmed by electronic means) of such selection not later than (i) in the case of a Base Rate Borrowing, 11:00 a.m., New York City time, on the scheduled date of such prepayment and (ii) in the case of a Eurodollar Rate Borrowing, 12:00 p.m. noon, New York City time, three (3) Business Days before the scheduled date of such prepayment (or, in each case, such shorter period acceptable to the Administrative Agent). Notwithstanding Each such notice shall be irrevocable; provided, that a notice of prepayment may state that such notice is conditioned upon the foregoingeffectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower Representative (xby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing shall be applied ratably to the amounts Term Loans included in the repaid Borrowing. All repayments of Term Loans shall be accompanied by (1) accrued interest on the amount repaid to the extent required by Section 2.13(d) and (2) break funding payments pursuant to Section 2.16. (d) The Borrower Representative shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be paid made pursuant to Section 2.11(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Borrower Representative no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(b) not be made (the aggregate amount of any Class shall be reduced in connection with any such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such Class mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s pro rata share of the Term Loans (excluding the pro rata share of Declining Term Lenders)). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrowers. Each Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (unless declined by the respective Accepting Term Lender as described in the preceding sentence) shall be applied to the respective Term Loans of such Lenders. For the avoidance of doubt, the Borrowers may, at their option, apply any amounts retained in accordance with SECTION 2.16 or 2.17, as applicable; and (ythe immediately preceding sentence to prepay loans in accordance with Section 2.11(a) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Datebelow.

Repayment of Term Loans. (a) The principal amount of the Term B-3 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance balance4 Loans shall be due on the Maturity Date of the Term B-3 B-34 Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. (a) The principal amount Subject to the other clauses of this Section 2.10, (i) the Borrower shall repay Initial Term B-3 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof incurred on the Amendment No. 4 Effective Closing Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter March, June, September and December of each year (eachcommencing on March 31, an 2021) and on the Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term Loan Installment Date”), in an aggregate principal amount of such Initial Term Loans equal to (A) commencing on in the first Installment Date case of quarterly payments due prior to the Term Facility Maturity Date, an amount equal to 0.25% of the aggregate principal amount of such Initial Term Loans outstanding immediately after the Amendment No. 4 Effective Date with Closing Date, and (B) in the entire remaining unpaid balance case of such payment due on the Term Facility Maturity Date Date, an amount equal to the then unpaid principal amount of such Initial Term Loans outstanding; and (ii) to the extent not previously paid, outstanding Initial Term Loans shall be due and payable on the Term B-3 LoansFacility Maturity Date. (b) (i) The principal amount of each Incremental Term Loan Loans of any Series each Lender shall amortize be repaid by the Borrower as provided in the applicable Incremental Amendment in respect of such Incremental Term Loans as contemplated by Section 2.22(b), subject to the requirements of Section 2.22(b) (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.10(c), (d) and (e), or be increased as a result of any increase in the amount of Incremental Term Loans pursuant to Section 2.22(a) (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth in the Incremental Amendment in respect of such Incremental Term Loans as contemplated by Section 2.22(a) for the initial incurrence of such Incremental Term Loans)), and, to the extent not previously paid, each Incremental Term Loan shall be due and payable on the Maturity Date applicable to such Incremental Term Loans, (ii) the principal amount of Specified Refinancing Term Loans of each Lender shall be repaid by the Borrower as provided in the applicable Refinancing Amendment, subject to the requirements of Section 2.25 (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.10(c), (d) and (e), or be increased as a result of any increase in the amount of Specified Refinancing Term Loans pursuant to Section 2.22(a) (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth in the Refinancing Amendment for the initial incurrence of such Specified Refinancing Term Loans)), and, to the extent not previously paid, each Specified Refinancing Term Loan shall be due and payable on the Maturity Date applicable to such Specified Refinancing Term Loans and (iii) the principal amount of Extended Term Loans of each Extending Lender shall be repaid by the Borrower as provided in the applicable Extension Amendment as contemplated by Section 2.24, subject to the requirements of Section 2.24 (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.10(c), (d) and (e), or be increased as a result of any increase in the amount of Extended Term Loans pursuant to Section 2.22(a) (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth in the amendment to this Agreement in respect of such Extended Term Loans as contemplated by Section 2.24)), and, to the extent not previously paid, each Extended Term Loan shall be due and payable on the Maturity Date applicable to such Extended Term Loans. (c) The principal amount Prepayment of the Extended Loans required with respect to Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Term Loans of any Extension Series shall amortize determined pursuant to Sections 2.10(d) and (e), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates as provided in the applicable remaining scheduled amortization payments; provided that any Lender, at its option, may elect to decline any such prepayment of any Term Loan Extension Amendment held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (to be decreased in accordance with SECTION 2.17(fany such Lender, a “Declining Lender”) in and on the event date of any mandatory prepayments of such Extended prepayment, any amounts that would otherwise have been applied to prepay Term Loan made hereunder or as directed Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower in the event of for application for any voluntary purpose not prohibited by this Agreement. Any optional prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (xpursuant to Section 2.11(a) the amounts required to shall be paid with respect applied to the Term Loans of any Class shall be reduced in connection with any prepayment remaining installments of the Term Loans as the Borrower may in each case direct (and absent such direction in direct order of maturity). (d) Prior to any prepayment of any Loan hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall notify the Administrative Agent by electronic means or by telephone (confirmed by electronic means) of such Class selection not later than 2:00 p.m., Local Time, (i) in accordance with SECTION 2.16 the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment and (ii) in the case of a Eurocurrency Borrowing, at least three Business Days before the scheduled date of such prepayment (or, in each case, such shorter period acceptable to the Administrative Agent); provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or 2.17similar agreements or other transactions, in which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d). (e) Subject to Sections 2.10(c), 2.11(b) and 2.11(c), except as applicablemay otherwise be set forth in any Incremental Amendment, any Refinancing Amendment or any Extension Amendment, each prepayment of Term Loans required by Section 2.11(b) or (c) shall be allocated pro rata among the Initial Term Loans and any new Term Loans, Specified Refinancing Term Loans and Extended Term Loans then outstanding based on the applicable remaining principal amounts due thereunder and shall be applied within each Tranche of Term Loans in respect of such Term Loans in direct forward order of scheduled maturity thereof; provided that (x) any Tranche of new Term Loans, Specified Refinancing Term Loans and Extended Term Loans may specify that one or more other Tranches of Term Loans may be prepaid prior to such Tranche of new Term Loans, Specified Refinancing Term Loans and Extended Term Loans and (y) any prepayment of Term Loans with the Net Proceeds of, or in exchange for, Credit Agreement Refinancing Indebtedness or Specified Refinancing Debt pursuant to Section 2.11(b) shall be applied solely to each applicable Tranche or Tranches of Term Loans being refinanced as selected by the Borrower. Any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the Tranche or Tranches of Term Loans as the Borrower may in each Class, together with all other amounts owed hereunder with respect thereto, shall, case direct (and absent such direction in any event, be paid in full no later than the Maturity Datedirect order of maturity).

Repayment of Term Loans. (a) The Subject to the other paragraphs of this Section, commencing October 1, 2013, the Borrower shall (subject to the application of clause (b) below and Section 2.23) repay Borrowings on the first day of April, July, October and January in each year prior to the Maturity Date (each such date being referred to as a “Term Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the Term B-3 Loans on the Second Restatement Date, and the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date and shall be in consecutive quarterly installments (each, an “Installment”) of 0.25% of amount equal to the original aggregate principal amount of all Term Loans outstanding on such date. (b) Prepayment of the Borrowings from: (i) Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be applied first to ABR Loans and then to Eurodollar Loans, with the application thereof on as directed by the Amendment No. 4 Effective Date Borrower (or if the Borrower fails to be decreased specify, in accordance with SECTION 2.17(fdirect order of maturity), (ii) in the event of any mandatory optional prepayments of the Term Loans made hereunderpursuant to Section 2.11(a) shall be applied to the remaining installments thereof, in each case, as directed by the Borrower (or if the Borrower fails to specify, shall be applied first to ABR Loans and then to Eurodollar Loans, in each case, in direct order of maturity), each on the last day of each Fiscal Quarter and (each, an “Installment Date”iii) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date any prepayments of the Term B-3 Loans. (bLoans effected as a result of transactions permitted by Sections 6.01(a) The principal amount or 9.08(d) may be applied at the option of each Incremental the Borrower first to the earliest maturity portion of the Term Loan Loans and then to the next earliest maturity portion of any Series shall amortize as provided the Term Loans in accordance with the applicable Incremental terms of the Term Loan AmendmentFacility. (c) The principal amount Prior to any optional repayment of any Borrowing hereunder, the Borrower shall notify the Administrative Agent by telephone (confirmed by fax or other electronic transmission (including “.pdf” or “.tif”)) of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (Borrowings to be decreased in accordance with SECTION 2.17(frepaid not later than 12:00 p.m., Local Time, (i) in the event case of any mandatory prepayments an ABR Borrowing, one (1) Business Day before the scheduled date of such Extended Term Loan made hereunder or as directed by the Borrower repayment and (ii) in the event case of any voluntary prepayments a Eurodollar Borrowing, three (3) Business Days before the scheduled date of the Term Loans hereunder)such repayment. Notwithstanding the foregoing, (x) the amounts required to Each repayment of a Borrowing shall be paid with respect applied ratably to the Term Loans included in the repaid Borrowing. Repayments of any Class Borrowings shall be reduced in connection with accompanied by accrued interest on the amount repaid. In the event the Borrower fails to specify the Borrowings to which any such voluntary prepayment of shall be applied, such prepayment shall be applied as follows first to prepay the Term ABR Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) then to the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shallEurodollar Loans, in any eventeach case, be paid in full no later than the Maturity Datedirect order of maturity.

Repayment of Term Loans. (a) The principal amount Subject to adjustment pursuant to paragraph (c) of this Section and paragraph (a) of Section 2.11, the Company shall repay Term Loans owed by it (such repayment to be in Dollars if made in respect of Dollar Term Loans or in Euros if made in respect of Euro Term Loans) on (x) the three-month anniversary of the Term B-3 Loans shall be repaid in consecutive quarterly installments Original Effective Date, and each three-month anniversary thereafter (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (each such date being referred to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, as an “Installment Date”) commencing on and prior to the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Term B Loan Maturity Date or the Term C Loan Maturity Date, as applicable, in an aggregate amount for each Class of Term Loans equal to 1/4 of 1% of the then Maximum Term Amount with respect to such Class, (y) the Term B Loan Maturity Date in an amount equal to the remaining principal amount of the Term B-3 LoansB Loans owed by it and (z) the Term C Loan Maturity Date in an amount equal to the remaining principal amount of the Term C Loans owed by it. (b) The principal amount of each Incremental To the extent not previously paid, all Term B Loans shall be due and payable on the Term B Loan of any Series Maturity Date and all Term C Loans shall amortize as provided in be due and payable on the applicable Incremental Term C Loan AmendmentMaturity Date. (c) The principal Prepayment of Term Loans pursuant to (x) Section 2.11(c)(i) shall be allocated among Classes of Term Loans on a pro rata basis and shall be applied within such Class to reduce on a pro rata basis (based on the amount of such amortization payments) the Extended remaining scheduled amortization payments in respect of such Class of Term Loans and (y) to Section 2.11(c)(ii) shall be applied, at the Company’s option, either (a) to the Term B Loans, (b) on a pro rata basis among all Classes of Term Loans or (c) any combination of options (a) and (b) above and, in each case, shall be applied within such Class to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of such Class of Term Loans; provided that Pari Passu Notes shall also be permitted to be repurchased with a pro rata portion of any Extension Series prepayment amount (such portion not to exceed the face amount of Pari Passu Notes so repurchased) that would otherwise be used to prepay Term Loans pursuant to this Section 2.11(c). (d) Any Lender holding Term Loans may elect, on not less than two Business Days’ prior written notice to the Administrative Agent with respect to any mandatory prepayment made pursuant to Section 2.11(c), not to have such prepayment applied to such Lender’s Term Loans, in which case the amount not so applied shall amortize be retained by the Company (and applied as it elects). (e) Prior to any repayment of any Borrowing under any Class hereunder, the Borrower Representative, on behalf of the applicable Borrower, shall select the Borrowing or Borrowings under such Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, one Business Day before the scheduled date of such repayment and (ii) in the case of a Eurocurrency Borrowing, three Business Days before the scheduled date of such repayment. Each repayment of a Borrowing (x) in the case of the Revolving Facility, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of a Swingline Dollar Borrowing or a Swingline Euro Borrowing hereunder, the applicable Swingline Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, on the scheduled date of such repayment. Except as provided in Section 2.13(d), repayments of Borrowings shall be accompanied by accrued interest on the applicable Term Loan Extension Amendment amount repaid. (f) Amounts to be decreased in accordance with SECTION 2.17(fapplied pursuant to Section 2.11(c) in the event of any mandatory prepayments of shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such Extended application shall be applied to prepay Eurodollar Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder)Loans. Notwithstanding the foregoing, (x) if the amounts required to be paid with respect to the Term Loans amount of any Class shall be reduced in connection with any prepayment of Loans required under Section 2.11(c) shall be in excess of the Term amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such Class prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in accordance with SECTION 2.16 or 2.17, as applicablean escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (yii) at any time while a Default has occurred and is continuing, the Term Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans of each Classin an amount equal to such Excess Amount; or (B) prepaid immediately, together with all other any amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than owing to the Maturity DateLenders under Section 2.16.

Repayment of Term Loans. (a) The principal amount Subject to adjustment pursuant to paragraph (c) of this Section and paragraph (a) of Section 2.11, the Company shall repay Term Loans of each Class owed by it (such repayment to be in Dollars if made in respect of Dollar Term Loans or in Euros if made in respect of Euro Term Loans) on (x) the three-month anniversary of the Term B-3 Loans shall be repaid in consecutive quarterly installments Original Effective Date, and each three-month anniversary thereafter (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (each such date being referred to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, as an “Installment Date”) commencing on and prior to the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Term C-23 Loan Maturity Date in an aggregate amount equal to 1/4 of 1% of the then Maximum Term B-3 Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid Amount with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) the Term C-2 Loan Maturity Date in an amount equal to the remaining principal amount of the Term C-2 Loans owed by it. (b) To the extent not previously paid, all Term C-2 Loans shall be due and payable on the Term C-2 Loan Maturity Date and all Term C-3 Loans shall be due and payable on the Term C-3 Loan Maturity Date. (c) Prepayment of Term Loans pursuant to (x) Section 2.11(c)(i) shall be allocated among Classes of Term Loans on a pro rata basis and shall be applied within such Class to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of such Class of Term Loans and (y) to Section 2.11(c)(ii) shall be applied on a pro rata basis among all Classes of Term Loans and shall be applied within such Class to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of such Class of Term Loans; provided that Pari Passu Notes shall also be permitted to be repurchased with a pro rata portion of any prepayment amount (such portion not to exceed the face amount of Pari Passu Notes so repurchased) that would otherwise be used to prepay Term Loans pursuant to this Section 2.11(c). (d) Any Lender holding Term Loans may elect, on not less than two Business Days’ prior written notice to the Administrative Agent with respect to any mandatory prepayment made pursuant to Section 2.11(c), not to have such prepayment applied to such Lender’s Term Loans, in which case the amount not so applied shall be retained by the Company (and applied as it elects). (e) Prior to any repayment of any Borrowing under any Class hereunder, the Borrower Representative, on behalf of the applicable Borrower, shall select the Borrowing or Borrowings under such Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, one Business Day before the scheduled date of such repayment and (ii) in the case of a Eurocurrency Borrowing, three Business Days before the scheduled date of such repayment. Each repayment of a Borrowing (x) in the case of the Revolving Facility, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each ClassRevolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of a Swingline Dollar Borrowing or a Swingline Euro Borrowing hereunder, the applicable Swingline Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, on the scheduled date of such repayment. Except as provided in Section 2.13(d), repayments of Borrowings shall be accompanied by accrued interest on the amount repaid. (f) Amounts to be applied pursuant to Section 2.11(c) shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under Section 2.11(c) shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount; or (B) prepaid immediately, together with all other any amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than owing to the Maturity DateLenders under Section 2.16.

Repayment of Term Loans. Subject to the other paragraphs of this Section 2.07. Section 2.07, the Borrower shall repay Term B Borrowings (aincluding, for the (i) The avoidance of doubt, the Third Amendment Incremental Term Loans) to the Administrative Agent for the ratable accounts of the Lenders on the last Business Day of March, June, September and December, commencing with December 31, 2013,September 30, 2014, and prior to the Term B Facility Maturity Date (each such date, a “Scheduled Repayment Date”) in the aggregate principal amount (a “Scheduled Repayment”) equal to $993,7501,486,290.61; in the event that any Incremental Term Loans are made on an Increased (ii) Amount Date, the Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the Incremental Assumption Agreement; and to the extent not previously paid, outstanding Term Loans shall be due (iii) and payable on the applicable Term Facility Maturity Date. Prepayment of the Term B-3 Loans shall be repaid in consecutive quarterly installments from: (each, an “Installment”b) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter pursuant to Section (each, an “Installment Date”i) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 Loans. (b2.08(b) The principal amount of each Incremental Term Loan of shall be applied as specified therein; any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary optional prepayments of the Term Loans hereunder). Notwithstanding the foregoing, pursuant to Section (xii) the amounts required to be paid with respect to the Term Loans of any Class 2.08(a)(i) shall be reduced in connection with any prepayment applied among the remaining Scheduled Repayments of the Term Loans as the Borrower may direct and, in the absence of such Class direction, in accordance with SECTION 2.16 or 2.17, as applicabledirect order of maturity; and (y) any Discounted Voluntary Prepayments of the Term Loans pursuant to (iii) Section 2.08(a)(iii) shall be applied in direct order of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Datematurity. Prepayment of Loans.

Repayment of Term Loans. (a) The principal amount of the Term B-3 B-4 Loans shall be repaid in consecutive quarterly installments dueBorrower shall repay Term B-5 Loans (each, an “Installment”x) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter March, June, September and December (each, an “Installment Date”) commencing on December 31, 2017) in the first Installment Date principal amount of Term B-5 Loans equal to (i) the aggregate outstanding principal amount of Term B-5 Loans immediately after closing on the Amendment No. 4 6 Effective Date with the entire remaining unpaid balance due multiplied by (ii) 0.25% and (y) on the Maturity Date of the Term B-3 LoansB-4 Loans5 Loans in the principal amount of Term B-5 Loans then outstanding. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. (a) The principal amount of the Term B-3 Loans Borrower shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of repay the Term Loans made hereunder), each on the first Business Day following the last day of each Fiscal Quarter (eachMarch, an “Installment Date”) commencing on June, September and December, beginning with the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 Loans.Business Day 74 #98412540v7 (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment[Reserved.] (c) The principal amount of Borrower shall repay Incremental Term Loans (other than the 2021 Incremental Term Loans) in such amounts and on such date or dates as shall be specified therefor in the Incremental Term Loan Amendment (as such amounts may be adjusted pursuant to such Incremental Term Loan Amendment or pursuant to an Increasing Lender Supplement). The Borrower shall repay Extended Term Loans of any Extension Series in such amounts and on such date or dates as shall amortize as provided be specified therefore in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of Agreement establishing such Extended Term Loans. (d) Any prepayment of a Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class pursuant to Section 2.04 (other than Section 2.04(c)) shall be reduced in connection with any prepayment applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to this Section 2.21 in accordance with SECTION 2.16 or 2.17, as applicable; and (y) direct order against the remaining scheduled installments of principal due in respect of the Term Loans under this Section 2.21; provided that any prepayment of each Classa Term Loan of any Class made pursuant to Section 2.04(a) shall be applied to reduce the subsequent scheduled repayments of Advances of such Class to be made pursuant to this Section 2.21 in the manner specified by the Borrower in the applicable notice of prepayment (or, together with all other amounts owed hereunder with respect thereto, shallif no such specification is made therein, in any event, be paid in full no later than the Maturity Datedirect order as provided above).

Repayment of Term Loans. (a) The principal amount of the Term B-3 B-1 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof on the Amendment No. 4 1 Effective Date (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment ClosingAmendment No. 4 1 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 B-1 Loans. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Extended Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. (a) The On the Maturity Date of the Term B-5 Loans, the Borrower shall repay in full the principal amount of the Term B-3 B-5 Loans then outstanding. (a) The Borrower shall be repaid repay the Term B-6 Loans (x) on the last day of each March, June, September and December (commencing on September 30, 2021) in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate principal amount thereof of Term B-6 Loans equal to (i) the aggregate outstanding principal amount of Term B-6 Loans immediately after closing on the Amendment No. 4 9 Effective Date multiplied by (ii) 0.25% (amounts required to be repaid under this clause (x) to be decreased in accordance with SECTION Section 2.17(f) in the event of any mandatory prepayments of such Term B-6 Loans made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term B-6 Loans made hereunder), each on the last day of each Fiscal Quarter ) and (each, an “Installment Date”y) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 LoansB-6 Loans in the principal amount of the Term B-6 Loans then outstanding. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION Section 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION Section 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. (a) The Borrower shall repay the Term B-6 Loans (x) on the last day of each March, June, September and December (commencing on September 30, 2021) in the principal amount of Term B-6 Loans equal to (i) the Term B-3 Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% of the original aggregate outstanding principal amount thereof of Term B-6 Loans immediately after closing on the Amendment No. 4 9 Effective Date multiplied by (ii) 0.25% (amounts required to be repaid under this clause (x) to be decreased in accordance with SECTION Section 2.17(f) in the event of any mandatory prepayments of such Term B-6 Loans made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term B-6 Loans made hereunder), each on the last day of each Fiscal Quarter ) and (each, an “Installment Date”y) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 LoansB-6 Loans in the principal amount of the Term B-6 Loans then outstanding. (b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan Amendment. (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION Section 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the Term Loans hereunder). Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with SECTION Section 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

Repayment of Term Loans. (a) The principal Borrower, without notice or demand from the Lender, shall pay the Lender, an amount equal to the greater of (i) one hundred twenty-five percent (125%) of the Term B-3 Loans Allocated Loan Value of any Real Estate sold by the Borrower or (ii) ninety percent (90%) of the gross proceeds from any Real Estate sold by the Borrower. Nothing contained herein shall be repaid in consecutive quarterly installments (each, an “Installment”) of 0.25% deemed to constitute the Lender's consent to any such sale or disposition or a waiver of the original aggregate principal amount thereof on the Amendment No. 4 Effective Date (to be decreased in accordance with SECTION 2.17(fprovisions of Section 4-11(d) in the event of any mandatory prepayments of the Term Loans made hereunder), each on the last day of each Fiscal Quarter (each, an “Installment Date”) commencing on the first Installment Date after the Amendment No. 4 Effective Date with the entire remaining unpaid balance due on the Maturity Date of the Term B-3 Loanshereof. (b) The principal amount After final and irrevocable payment in full and termination of each Incremental Term Loan the Revolving Credit (other than by a refinancing of the Revolving Credit), the Borrower, without notice or demand from the Lender, shall pay to the Lender, the Net Proceeds from the sale by the Borrower of any Series of its capital stock or assets other than Real Estate (other than asset sales permitted under Section 4.11(d) hereof), immediately upon receipt of such Net Proceeds by the Borrower. Nothing contained herein shall amortize as provided in be deemed to constitute the applicable Incremental Term Loan AmendmentLender's consent to any such sale or disposition or a waiver of the provisions of Section 4-11(d) hereof. (c) The principal On May 31, 1999, the Borrower, without notice or demand from the Lender, shall pay the Lender, an amount equal to the net proceeds of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term Loan Extension Amendment (to be decreased in accordance with SECTION 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed not theretofore utilized by the Borrower in for New Store Costs. (d) All payments under subparagraphs (a), (b), and (c) hereof shall be applied to the event of any voluntary prepayments principal balance of the Term Loans hereunder). Notwithstanding Loan and shall not reduce the foregoingamount, (x) or postpone the time for payment, of any other amounts required due or to be paid with respect to become due under the Term Loans of any Class shall be reduced in connection with any prepayment Loan. Any portion of the Term Loans Loan which is prepaid may not be reborrowed. Each such prepayment shall be accompanied by payment of such Class in accordance with SECTION 2.16 Term Loan Commitment Fees and any amounts due under Section 2-8 hereof. (e) In all events and under all circumstances, unless sooner paid or 2.17accelerated, as applicable; and (y) the then unpaid principal balance of the Term Loans of each Class, together with Note and all other amounts owed hereunder with respect thereto, shall, in any event, accrued and unpaid interest thereon shall be paid in full no later than due and payable on the Maturity Termination Date.