Prepayments Optional Each Borrower may, upon notice from ​ to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that # such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than ​ (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, # three (3) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and # on the date of prepayment of Base Rate Loans; # any prepayment of Term SOFR Loans shall be in a principal amount of ​ or a whole multiple of ​ in excess thereof; # any prepayment of Alternative Currency Loans shall be in a minimum principal Dollar Equivalent amount of ​ or a whole multiple of the Dollar Equivalent of ​ in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of ​ or a whole multiple of ​ in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Alternative Currency Term Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). Once such notice is given by ​, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan and any Alternative Currency Loan, any additional amounts required pursuant to [Section 3.05]. Each prepayment of the outstanding Term Loans pursuant to this [Section 2.05(a)] shall be applied to the principal repayment installments of the Term Facility in inverse order of maturity, and subject to [Section 2.16], each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

PREPAYMENTS. The Notes shall be subject to scheduled required prepayment as and to the extent provided in paragraph ​. The Notes shall also be subject to prepayment under the circumstances set forth in paragraph ​.

any Incremental Term Facility may permit voluntary and customary mandatory prepayments (including, for the avoidance of doubt, customary amortization payments, excess cash flow prepayments, and prepayments with debt, asset sale and casualty insurance proceeds);

Mandatory Prepayments due to Borrowing Base Deficiency or Contingent Borrowing Base Deficiency.

Mandatory prepayments under [[Sections 2.05(b)(ii), (iii) and (iv)])])]])])] shall be applied:

Mandatory. The Initial Term Commitment of each Term Lender shall be automatically and permanently reduced to ​ upon the funding of the Initial Term Loans to be made by it on the Closing Date. The First Incremental Commitment of each Term Lender shall be automatically and permanently reduced to ​ upon the funding of the First Incremental Term Loans to be made by it on the Amendment No. 1 Effective Date. The Second Incremental Commitment of each Term Lender shall be automatically and permanently reduced to ​ upon the funding of the Second Incremental Term Loans to be made by it on the Amendment No. 2 Effective Date. The Third Incremental Commitment of each Term Lender shall be automatically and permanently reduced to ​ upon the funding of the Third Incremental Term Loans to be made by it on the Amendment No. 6 Effective Date. The Additional Initial Term B-1 Commitment of each Term Lender shall be automatically and permanently reduced to ​ upon the funding of the Additional Initial Term B-1 Loans to be made by it on the Amendment No. 7 Effective Date. The Additional Incremental Term B-1 Commitment of each Term Lender shall be automatically and permanently reduced to ​ upon the funding of the Additional Incremental Term B-1 Loans to be made by it on the Amendment No. 7 Effective Date. The Fourth Incremental Commitment of each Term Lender shall be automatically and permanently reduced to ​ upon the funding of the Fourth Incremental Term Loans to be made by it on the Amendment No. 8 Increase Effective Date. The Revolving Credit Commitment of each Class shall automatically and permanently terminate on the Maturity Date with respect to such Class of Revolving Credit Commitments.

Mandatory. (i) Within five (5) Business Days after financial statements are required to have been delivered pursuant to [Section 6.01(a)] (commencing with the fiscal year ending ​) and the related Compliance Certificate is required to be delivered pursuant to [Section 6.02(a)], the Borrower shall cause to be offered to be prepaid in accordance with [clause (vii)] below, an aggregate principal amount of Loans in an amount equal to # the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus # all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due and, in the case of the fiscal year ending ​, all voluntary prepayments of Term Loans made during the fiscal year ending ​, # to the extent such prepayments are funded with internally generated cash and # excluding any such voluntary prepayments made during such fiscal year that reduced the amount required to be prepaid pursuant to this [Section 2.05(b)(i)] in the prior fiscal year.

Mandatory. If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time (including, for the avoidance of doubt, as the result of the maturity of any Tranche of Revolving Commitments), the Borrowers shall immediately prepay Revolving Credit Loans, 885707.04-LACSR02A - MSW

Mandatory. (i) The Borrower shall, on the date of receipt of # any Net Cash Proceeds by the Borrower or any of its Subsidiaries in connection with the Spin-Off, and # any other Net Cash Proceeds (other than the proceeds of # any borrowing under the Revolving Credit Agreement or # commercial paper, in each case made in the ordinary course of business) in excess of ​, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of such Net Cash Proceeds (or, in the case of [clause (y) above], in the amount of such excess).

The aggregate Term AA-1 Commitments shall be automatically and permanently reduced to zero on the date of the Term AA-1 Borrowing. The aggregate Term A-2 Commitments shall be automatically and permanently reduced to zero on the date of the Term A-2 Borrowing.