Common use of Waivable Mandatory Prepayments Clause in Contracts

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c), not less than 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans Term Loan pursuant to this Section 2.06(c2.4(e), not less than 12:00 noon (New York City time) two (2) 5 Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”)Prepayment, the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (iA) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.4(f)(ii)) and (iiB) to the extent of any excess, to the Borrower Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans Term Loan pursuant to Section 2.06(c2.05(c), not less than 12:00 noon (New York City time) two (2) 2 Business Days Day prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans portion of the Term Loan of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c), not less than 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, so long as any Loans are outstanding, in the event that the Borrower are is required to make any mandatory prepayment of the Loans pursuant to Section 2.11(a), (b) or (e) (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c), not less than 12:00 noon (New York City time) two (2) five Business Days prior to the date on which (or such later date as may be agreed by the Borrower are required to make such Waivable Mandatory Prepayment Administrative Agent) (the “Required Prepayment Date”)) on which Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one the second Business Day prior to the Required Prepayment Date (it being understood that any Lender that which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount Prepayment equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding scheduled Installments of principal amount of the Obligations Loans in accordance with Section 2.06(d2.12(b)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes).

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon (3:00 p.m. New York City time) Time two (2) Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (3:00 p.m. New York City time) one Time on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) ), and (ii) to the extent of any remaining excess, to the Borrower for working capital and general corporate purposesBorrower.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon one (New York City time) two (21) Business Days Day prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(c)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon 2 Business Day prior (prior to 4:00 p.m. (New York City time)) two (2) Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.05(c) (excluding mandatory prepayments under Section 2.05(c)(vi)), not less than 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amountamount (the “Refusal Option”). Each such Lender may exercise such option the Refusal Option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option the Refusal Option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) and (ii) to the extent of any excess, to those Lenders that have elected not to exercise the Borrower Refusal Option, on a pro rata basis (based upon the portion of the Loans held by each such Lender that elected not to exercise the Refusal Option, as compared to the aggregate amount of the Loans held by all such Lenders that did not elect to exercise the Refusal Option) to prepay the Loans of such Lenders, or, to the extent any such Lender refuses the excess amount specified in this clause (ii) (or to the extent the Loans of all such Lenders have been repaid in full), to the Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one (1) Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one (1) Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans Term Loan pursuant to this Section 2.06(c2.4(e), not less than 12:00 noon (New York City time) 2 two (2) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”)Prepayment, the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (iA) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.4(f)(ii)) and (iiB) to the extent of any excess, to the Borrower Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon (New York City time) two (2) 2 Business Days Day prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon (3:00 p.m. New York City time) Time two (2) Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “"Required Prepayment Date”"), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Lender's Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s Lender's option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (3:00 p.m. New York City time) one Time on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) ), and (ii) to the extent of any remaining excess, to the Borrower for working capital and general corporate purposesBorrower.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Term Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon (3:00 p.m. New York City time) Time two (2) Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “"Required Prepayment Date”"), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Lender's Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s Lender's option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (3:00 p.m. New York City time) one Time on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) ), and (ii) to the extent of any remaining excess, to the Borrower for working capital and general corporate purposesBorrower.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower Borrowers are required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Loans pursuant to Section 2.06(c)Loans, not less than 12:00 noon (New York City time) two (2) three Business Days prior to the date (the "Required Prepayment Date") on which the Borrower Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”)Prepayment, the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Lender's Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s Lender's option to refuse such amountamount (the "Refusal Option"). Each such Lender may exercise such option the Refusal Option by giving written notice to the Administrative Borrower and the Administrative each Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that which does not notify the Administrative DOCID - 27822767.5 - 57 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 Borrower and the Administrative each Agent of its election to exercise such option the Refusal Option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(dclause (d) above)) , and (ii) to the extent of any excess, to the Borrower Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon five (New York City time) two (25) Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment Prepayment, on or before 12:00 noon (or such later time as may be agreed by the Administrative Agent in its sole discretion) (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one (1) Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one (1) Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment (excluding the Pro Rata Share thereof of any Lender that has opted to refuse its Pro Rata Share of such Waivable Mandatory Prepayment), which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower Borrowers are required to make any mandatory prepayment prepayments hereunder (a “"Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c"), not less than 12:00 noon (New York City time) two (2) three Business Days prior to the date (the "Required Prepayment Date") on which the Borrower Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”)Prepayment, the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Lender's Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s Lender's option to refuse such amountamount (the "Refusal Option"). Each such Lender may exercise such option the Refusal Option by giving written notice to the Administrative Borrower and the Administrative each Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that which does not notify the Administrative Borrower and the Administrative each Agent of its election to exercise such option the Refusal Option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d)) Lenders, and (ii) to the extent of any excess, to those Lenders that have elected not to exercise the Borrower Refusal Option, on a pro rata basis (based upon the portion of the Loan held by each such Lender that elected not to exercise the Refusal Option, as compared to the amount of Loans held by all such Lenders that did not elect to exercise the Refusal Option) to prepay the Loans of such Lenders, or, to the extent any such Lender refuses the excess amount specified in this clause (ii) (or to the extent the Loans of all such Lenders have been repaid in full), to the Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon (New York City time) two (2) 2 Business Days Day prior to the date on which the Borrower Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower Borrowers shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Lead Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Lead Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) and (ii) to the extent of any excess, to the Borrower Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans Loan pursuant to Section 2.06(c)4.5, not less than 12:00 noon (New York City time) two (2) Business Days prior promptly following delivery of the notice required pursuant to the date on which the Borrower are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”)Section 4.6, the Borrower shall notify the Administrative Agent in writing will notify each Lender holding an outstanding Loan of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Ratable Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the date (the “Required Prepayment Date Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment (it being understood that any Lender that which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory PrepaymentPrepayment less the amount of the Declined Proceeds, which amount shall be applied (i) in an amount equal by the Administrative Agent to prepay the Loan of those Lenders that have elected to accept such Waivable Mandatory Prepayment. The portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected not to exercise such optionoption and decline such Waivable Mandatory Prepayment (such declined amounts, to prepay the Loans of such Lenders (which prepayment shall “Declined Proceeds”) may be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d)) and (ii) to the extent of any excess, to the retained by Borrower for working capital any purpose not prohibited by this Agreement and general corporate purposesshall not be deemed repaid for any purpose.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon (New York City time) two (2) 3 Business Days prior to the date on which the Borrower Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amountamount (the “Refusal Option”). Each such Lender may exercise such option the Refusal Option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option the Refusal Option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations ratably in accordance with Section 2.06(d)) their Pro Rata Shares, and (ii) to the extent of any excess, to those Lenders that have elected not to exercise the Borrower Refusal Option, on a pro rata basis (based upon the portion of the Loans held by each such Lender that elected not to exercise the Refusal Option, as compared to the amount of Loans held by all such Lenders that did not elect to exercise the Refusal Option) to prepay the Loans of such Lenders, or, to the extent any such Lender refuses the excess amount specified in this clause (ii) (or to the extent the Loans of all such Lenders have been repaid in full), to the Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans Advances pursuant to Section 2.06(c2.4(b)2.4(b)(i), not less than 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify notify, in writing, the Administrative Agent in writing of the amount of such prepayment, prepayment and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise its option to refuse such option Waivable Mandatory Prepayment by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any if a Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date Date, it shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans Advances of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.4(c)) and ), (ii) to the extent of any excess, to those Lenders that have (x) elected not to exercise such option and (y) notified the Administrative Agent prior to the Required Prepayment Date that they have elected to accept such excess, on a pro rata basis to prepay the Advances of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(c)), and (iii) to the extent of any remaining excess, to Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon 2 Business Day prior (prior to 4:00 p.m. (New York City time)) two (2) Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon (New York City time) two (2) 2 Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c2.5(c), not less than 12:00 noon one (New York City time) two (21) Business Days Day prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to on the the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to on the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.5(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c), not less than 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.06(c)Loans, not less than 12:00 noon (New York City time) two (2) three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”)Prepayment, the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amountamount (the “Refusal Option”). Each such Lender may exercise such option the Refusal Option by giving written notice to the Administrative Borrower and the Administrative each Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that which does not notify the Administrative Borrower and the Administrative each Agent of its election to exercise such option the Refusal Option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(dclause (d) above)) , and (ii) to the extent of any excess, to the Borrower Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to this Section 2.06(c2.4(e), not less than 12:00 noon (New York City time) two (2) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”)Prepayment, the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender Lenders of the amount of such XxxxxxAdministrative Borrower’s Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s option to refuse such amountrequest. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so If on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option) the Required Lenders have waived such prepayment, then Borrowers shall not be required to make such prepayment.” 5. Section 2.4 (Application of Payments). On Clause (f) of Section 2.4 is hereby amended by deleting “(ii) [Reserved]” and replacing it with the Required Prepayment Datefollowing: 17 “(ii) Each prepayment pursuant to Section 2.4(e)(ii) shall, (A) in the Borrower shall pay case of Net Cash Proceeds of any sale or disposition of assets consisting of any ABL Priority Collateral, be applied, first, to the Administrative Agent Obligations in the amount manner provided in Section 2.5(f)(v) and, second, to the Term Loan Debt to the extent provided in the Term Loan Documents and (B) in the case of Net Cash Proceeds of any sale or disposition of assets consisting of any Term Priority Collateral, be applied, first, to the Waivable Mandatory PrepaymentTerm Loan Debt to the extent provided in the Term Loan Documents, which amount and, second, to the Obligations in the manner provided in Section 2.5(f)(v). (iii) Each prepayment pursuant to Section 2.4(e)(iii) shall be applied (iA) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionfirst, to prepay the Loans of such Lenders Obligations in the manner provided in Section 2.5(e)(v) and (which B) second, to the Term Loan Debt to the extent provided in the Term Loan Documents. (iv) Each prepayment pursuant to Sections 2.4(e)(iv) shall be applied applied, (A) first, to prepay the Term Loan Debt to the extent provided in the Term Loan Documents, and, (B) second, to the Obligations in the manner provided in Section 2.5(f)(v).” (v) Each prepayment of Obligations pursuant to Section 2.4(e)(ii), (iii) or (iv) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first, ratably to the outstanding principal amount of the Obligations US Advances and Canadian Advances until paid in accordance full, and second, to ratably cash collateralize the US Letters of Credit and Canadian Letters of Credit in an amount equal to 105% of the then outstanding US Letter of Credit Usage or Canadian Letter of Credit Usage, as applicable, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii), (iii) or (iv)”. 6. Section 4.2 (Due Authorization, No Conflict). Clause (v) of Section 4.2(b) of the Credit Agreement is hereby amended by inserting immediately after the phrase “require any approval of any holders of Equity Interests of a Loan Party” the following: “, except as set forth on Schedule 4.2,”. 7. Section 4.3 (Governmental Consents). Section 4.3 is hereby amended by inserting “Except as set forth on Schedule 4.3,” at the beginning thereof. 8. Section 4.4 (Binding Obligations; Perfected Liens). Section 4.4(b) of the Credit Agreement is hereby amended by inserting the following phrase immediately after the phrase “by operation of law” in the second sentence of Section 4.4(b): “and with respect to the Term Priority Collateral, subject to the terms of the Intercreditor Agreement”. 9. Section 2.06(d4.7 (Litigation). Section 4.7 of the Credit Agreement is hereby deleted and the following substituted therefor “(a) Before and after giving effect to the Closing Date Transactions, there are no actions, suits, or proceedings pending or, to the knowledge of any Loan Party, after due inquiry, threatened in writing against a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Change. 18 (b) Before and after giving effect to the Closing Date Transactions, Schedule 4.7 sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $50,000 that, as of the Amendment No. 4 Effective Date, is pending or, to the knowledge of any Loan Party, after due inquiry, threatened against a Loan Party or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the Amendment No. 4 Effective Date, with respect to such actions, suits, or proceedings, and (iv) whether any liability of the extent Loan Parties’ and their Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.” 10. Section 4.12 (Environmental Matters). Section 4.12 of any excessthe Credit Agreement is hereby amended by as follows: (a) clause (c) is amended by deleting “and” at the end thereof, to (b) replacing the Borrower for working capital “.” at the end of clause d with “; and”, and general corporate purposes.(c) inserting the following as a new clause (e): “

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower Borrowers are required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Loans pursuant to Section 2.06(c)Loans, not less than 12:00 noon (New York City time) two (2) three Business Days prior to the date (the "Required Prepayment Date") on which the Borrower Borrowers are required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”)Prepayment, the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Lender's Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s Lender's option to refuse such amountamount (the "Refusal Option"). Each such Lender may exercise such option the Refusal Option by giving written notice to the Administrative Borrower and the Administrative each Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any Lender that which does not notify the Administrative Borrower and the Administrative each Agent of its election to exercise such option the Refusal Option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Required Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(dclause (d) above)) , and (ii) to the extent of any excess, to the Borrower Borrowers for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “"Waivable Mandatory Prepayment”") of the Loans pursuant to Section 2.06(c2.05(c), not less than 12:00 noon (New York City time) two (2) 2 Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “"Required Prepayment Date”"), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Xxxxxx’s Lender's Pro Rata Share of such Waivable Mandatory Prepayment and such Xxxxxx’s Lender's option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.05(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Waivable Mandatory Prepayments. Anything contained herein to the contrary notwithstanding, in the event that the Borrower are is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans Advances pursuant to Section 2.06(c2.4(b), not less than 12:00 noon (New York City time) two (2) Business Days prior to the date on which the Borrower are is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify notify, in writing, the Administrative Agent in writing of the amount of such prepayment, prepayment and the Administrative Agent will promptly thereafter notify each Lender of the amount of such XxxxxxLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such XxxxxxLender’s option to refuse such amount. Each such Lender may exercise its option to refuse such option Waivable Mandatory Prepayment by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date (it being understood that any if a Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) one the first Business Day prior to the Required Prepayment Date Date, it shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans Advances of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.06(d2.4(c)) and ), (ii) to the extent of any excess, to those Lenders that have (x) elected not to exercise such option and (y) notified the Administrative Agent prior to the Required Prepayment Date that they have elected to accept such excess, on a pro rata basis to prepay the Advances of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(c)), and (iii) to the extent of any remaining excess, to Borrower for working capital and general corporate purposes.