Common use of Mandatory and Voluntary Prepayments Clause in Contracts

Mandatory and Voluntary Prepayments. (a) If the US Revolving Credit Exposure applicable to a US Lender at any time exceeds such Lender’s US Revolving Credit Commitment, the Administrative Agent shall notify the US Borrower of such excess amount (such notice being permitted to be given orally and need not be in writing) and the US Borrower shall immediately make a prepayment on such Lender’s US Revolving Credit Note or otherwise reimburse such Lender for US Letter of Credit Advances or cause one or more Swingline Loans to be prepaid or one or more US Letters of Credit to be canceled and surrendered in an amount sufficient to reduce such Lender’s US Revolving Credit Exposure to an amount no greater than such Lender’s US Revolving Credit Commitment. If the Canadian Revolving Credit Exposure applicable to a Canadian Lender at any time exceeds such Lender’s Canadian Revolving Credit Commitment, the Administrative Agent shall notify the Canadian Borrower of such excess amount (such notice being permitted to be given orally and need not be in writing) and the Canadian Borrower shall immediately make a prepayment on such Lender’s Canadian Revolving Credit Note or otherwise reimburse such Canadian Lender for Canadian Letter of Credit Advances to be prepaid or one or more Canadian Letters of Credit to be canceled and surrendered in an amount sufficient to reduce such Lender’s Canadian Revolving Credit Exposure to an amount no greater than such Lender’s Canadian Revolving Credit Commitment. Any prepayments of US Revolving Loans required by this subparagraph (a) shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment). Any prepayments of Canadian Revolving Loans required by this subparagraph (a) shall be applied to outstanding Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings, as applicable, up to the full amount thereof before such prepayments are applied to outstanding CDOR Rate Borrowings (together with any Consequential Loss resulting from such prepayment). (b) The US Borrower shall make prepayments of the US Revolving Loans and the Swingline Loans from time to time so that the US Availability equals or exceeds zero at all times. Specifically, if the US Availability at any time is less than zero, the Administrative Agent shall notify the US Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the US Borrower shall immediately make a prepayment on the US Revolving Credit Notes or otherwise reimburse the US Administrative Agent for US Letter of Credit Advances or cause one or more Swingline Loans to be prepaid or one or more US Letters of Credit to be canceled and surrendered in an amount sufficient to cause the US Availability to be at least equal to zero. The Canadian Borrower shall make prepayments of the Canadian Revolving Loans from time to time so that the Canadian Availability equals or exceeds zero at all times. Specifically, if the Canadian Availability at any time is less than zero, the Administrative Agent shall notify the Canadian Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the Canadian Borrower shall immediately make a prepayment on the Canadian Revolving Credit Notes or otherwise reimburse the Canadian Administrative Agent for Canadian Letter of Credit Advances or cause one or more Canadian Letters of Credit to be canceled and surrendered in an amount sufficient to cause the Canadian Availability to be at least equal to zero. Any prepayments required by this subparagraph (b) shall be applied to outstanding Alternate Base Rate Borrowings, Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings, as applicable, up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings or CDOR Rate Borrowings, as applicable (together with any Consequential Loss resulting from such prepayment). (c) In addition to the mandatory prepayments required by Sections 2.5(a) and 2.5(b) above, each Borrower shall have the right, at its option, to prepay any of the Class of Revolving Loans applicable to such Borrower in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.5 or subsections (a), (b) or (c) of Section 2.9 hereof. Each prepayment of Swingline Loans or Revolving Loans Alternate Rate Borrowings may be made in any amount, and such prepayments shall be applied against the applicable Revolving Credit Notes or the Swingline Note, as applicable. Prepayments under this subparagraph (d) shall be subject to the following additional conditions: (1) In giving notice of prepayment as hereinafter provided, the US Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBOR Borrowings, and the Canadian Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings, as applicable, and CDOR Rate Borrowings; provided, that in no event shall any LIBOR Borrowing or CDOR Rate Borrowing be partially prepaid. (2) Prepayments applied to any LIBOR Borrowing or CDOR Rate Borrowing may be made on any Business Day, provided, that (i) the applicable Borrower shall have given the Administrative Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment (other than automatic payments of the applicable Class of Revolving Loans with proceeds from the applicable lockboxes in accordance with the terms of Section 6.15(b), for which no prior notice of prepayment shall be required), specifying the principal amount of the LIBOR Borrowing or CDOR Rate Borrowing, as applicable, to be prepaid, the particular LIBOR Borrowing or CDOR Rate Borrowing, as applicable, to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing or CDOR Rate Borrowing, as applicable, to be prepaid, the applicable Borrower shall pay upon demand directly to the Applicable Agent for the account of the applicable Lenders the Consequential Loss as a result of such prepayment. (3) Prepayments applied to any Alternate Base Rate Borrowing, Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings may be made on any Business Day, provided, that with respect thereto (other than automatic payments of the applicable Class of Revolving Loans with proceeds from the applicable lockboxes in accordance with the terms of Section 6.15(b), for which no prior notice of prepayment shall be required), the applicable Borrower shall have given the Administrative Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid. (d) If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing or CDOR Rate Borrowing) interest thereon to the date of prepayment and any resulting Consequential Loss, shall be due and payable on such prepayment date. (e) Notwithstanding any provision in this Agreement to the contrary, all payments and prepayments of Canadian Loans and other Canadian Obligations by any Canadian Credit Party shall be made in the same currency denomination (i.e, Dollars or C$, as applicable) of the applicable Canadian Loans and/or other Canadian Obligations being paid or prepaid.

Mandatory and Voluntary Prepayments. (a) If the US Revolving Credit Exposure applicable to a US Lender at any time exceeds such Lender’s US Revolving Credit Commitment, the Administrative Agent shall notify the US Borrower of such excess amount (such notice being permitted to be given orally and need not be in writing) and the US Borrower shall immediately make a prepayment on such Lender’s US Revolving Credit Note or otherwise reimburse such Lender for US Letter of Credit Advances or cause one or more Swingline Loans to be prepaid or one or more US Letters of Credit to be canceled and surrendered in an amount sufficient to reduce such Lender’s US Revolving Credit Exposure to an amount no greater than such Lender’s US Revolving Credit Commitment. If the Canadian Revolving Credit Exposure applicable to a Canadian Lender at any time exceeds such Lender’s Canadian Revolving Credit Commitment, the Administrative Agent shall notify the Canadian Borrower of such excess amount (such notice being permitted to be given orally and need not be in writing) and the Canadian Borrower shall immediately make a prepayment on such Lender’s Canadian Revolving Credit Note or otherwise reimburse such Canadian Lender for Canadian Letter of Credit Advances to be prepaid or one or more Canadian Letters of Credit to be canceled and surrendered in an amount sufficient to reduce such Lender’s Canadian Revolving Credit Exposure to an amount no greater than such Lender’s Canadian Revolving Credit Commitment. Any prepayments of US Revolving Loans required by this subparagraph (a) shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment). Any prepayments of Canadian Revolving Loans required by this subparagraph (a) shall be applied to outstanding Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings, as applicable, up to the full amount thereof before such prepayments are applied to outstanding CDOR Rate Borrowings (together with any Consequential Loss resulting from such prepayment). (b) The US Borrower shall make prepayments of the US Revolving Loans and the Swingline Loans from time to time so that the US Availability equals or exceeds zero at all times. Specifically, if the US Availability at any time is less than zero, the Administrative Agent shall notify the US Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the US Borrower shall immediately make a prepayment on the US Revolving Credit Notes or otherwise reimburse the US Administrative Agent for US Letter of Credit Advances or cause one or more Swingline Loans to be prepaid or one or more US Letters of Credit to be canceled and surrendered in an amount sufficient to cause the US Availability to be at least equal to zero. The Canadian Borrower shall make prepayments of the Canadian Revolving Loans from time to time so that the Canadian Availability equals or exceeds zero at all times. Specifically, if the Canadian Availability at any time is less than zero, the Administrative Agent shall notify the Canadian Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the Canadian Borrower shall immediately make a prepayment on the Canadian Revolving Credit Notes or otherwise reimburse the Canadian Administrative Agent for Canadian Letter of Credit Advances or cause one or more Canadian Letters of Credit to be canceled and surrendered in an amount sufficient to cause the Canadian Availability to be at least equal to zero. Any prepayments required by this subparagraph (b) shall be applied to outstanding Alternate Base Rate Borrowings, Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings, as applicable, up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings or CDOR Rate Borrowings, as applicable (together with any Consequential Loss resulting from such prepayment). (c) In addition to the mandatory prepayments required by Sections 2.5(a) and 2.5(b) above, each the Borrower shall have the right, at its option, to prepay any of the Class of Revolving Loans applicable to such Borrower in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.5 or subsections (a), (b) or (c) of Section 2.9 hereof. Each prepayment of Swingline Loans or Revolving Loans Alternate Rate Borrowings may be made in any amount, and such prepayments shall be applied against the applicable Revolving Credit Notes or the Swingline Note, as applicable. Prepayments under this subparagraph (d) shall be subject to the following additional conditions: (1) In giving notice of prepayment as hereinafter provided, the US Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBOR Borrowings, and the Canadian Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings, as applicable, and CDOR Rate Borrowings; provided, that in no event shall any LIBOR Borrowing or CDOR Rate Borrowing (whether Revolving Loans or Terms Loans) be partially prepaid. (2) Prepayments applied to any LIBOR Borrowing or CDOR Rate Borrowing may be made on any Business Day, provided, that (i) the applicable Borrower shall have given the Administrative Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment (other than automatic payments of the applicable Class of Revolving Loans with proceeds from the applicable lockboxes in accordance with the terms of Section 6.15(b), for which no prior notice of prepayment shall be required), specifying the principal amount of the LIBOR Borrowing or CDOR Rate Borrowing, as applicable, to be prepaid, the particular LIBOR Borrowing or CDOR Rate Borrowing, as applicable, to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing or CDOR Rate Borrowing, as applicable, to be prepaid, the applicable Borrower shall pay upon demand directly to the Applicable Agent for the account of the applicable Lenders the Consequential Loss as a result of such prepayment. (3) Prepayments applied to any Alternate Base Rate Borrowing, Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings Borrowing may be made on any Business Day, provided, that with respect thereto (other than automatic payments of the applicable Class of Revolving Loans with proceeds from the applicable lockboxes in accordance with the terms of Section 6.15(b), for which no prior notice of prepayment shall be required), the applicable Borrower shall have given the Administrative Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid. (d) If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing or CDOR Rate Borrowing) interest thereon to the date of prepayment and any resulting Consequential Loss, shall be due and payable on such prepayment date. (e) Notwithstanding any provision in this Agreement to the contrary, all payments and prepayments of Canadian Loans and other Canadian Obligations by any Canadian Credit Party shall be made in the same currency denomination (i.e, Dollars or C$, as applicable) of the applicable Canadian Loans and/or other Canadian Obligations being paid or prepaid.

Mandatory and Voluntary Prepayments. (a) If the US Revolving Credit Exposure applicable to a US Lender at any time exceeds such Lender’s US Revolving Credit Commitment, the Administrative Agent shall notify the US Borrower of such excess amount (such notice being permitted to be given orally and need not be in writing) and the US Borrower shall immediately make a prepayment on such Lender’s US Revolving Credit Note or otherwise reimburse such Lender for US Letter of Credit Advances or cause one or more Swingline Loans to be prepaid or one or more US Letters of Credit to be canceled and surrendered in an amount sufficient to reduce such Lender’s US Revolving Credit Exposure to an amount no greater than such Lender’s US Revolving Credit Commitment. If the Canadian Revolving Credit Exposure applicable to a Canadian Lender at any time exceeds such Lender’s Canadian Revolving Credit Commitment, the Administrative Agent shall notify the Canadian Borrower of such excess amount (such notice being permitted to be given orally and need not be in writing) and the Canadian Borrower shall immediately make a prepayment on such Lender’s Canadian Revolving Credit Note or otherwise reimburse such Canadian Lender for Canadian Letter of Credit Advances to be prepaid or one or more Canadian Letters of Credit to be canceled and surrendered in an amount sufficient to reduce such Lender’s Canadian Revolving Credit Exposure to an amount no greater than such Lender’s Canadian Revolving Credit Commitment. Any prepayments of US Revolving Loans required by this subparagraph (a) shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment). Any prepayments of Canadian Revolving Loans required by this subparagraph (a) shall be applied to outstanding Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings, as applicable, up to the full amount thereof before such prepayments are applied to outstanding CDOR Rate Borrowings (together with any Consequential Loss resulting from such prepayment). (b) The US Borrower shall make prepayments of the US Revolving Loans and the Swingline Loans from time to time so that the US Availability equals or exceeds zero at all times. Specifically, if the US Availability at any time is less than zero, the Administrative Agent shall notify the US Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the US Borrower shall immediately make a prepayment on the US Revolving Credit Notes or otherwise reimburse the US Administrative Agent for US Letter of Credit Advances or cause one or more Swingline Loans to be prepaid or one or more US Letters of Credit to be canceled and surrendered in an amount sufficient to cause the US Availability to be at least equal to zero. The Canadian Borrower shall make prepayments of the Canadian Revolving Loans from time to time so that the Canadian Availability equals or exceeds zero at all times. Specifically, if the Canadian Availability at any time is less than zero, the Administrative Agent shall notify the Canadian Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the Canadian Borrower shall immediately make a prepayment on the Canadian Revolving Credit Notes or otherwise reimburse the Canadian Administrative Agent for Canadian Letter of Credit Advances or cause one or more Canadian Letters of Credit to be canceled and surrendered in an amount sufficient to cause the Canadian Availability to be at least equal to zero. Any prepayments required by this subparagraph (b) shall be applied to outstanding Alternate Base Rate Borrowings, Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings, as applicable, up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings or CDOR Rate Borrowings, as applicable (together with any Consequential Loss resulting from such prepayment). (c) In addition to the mandatory prepayments required by Sections 2.5(a) and 2.5(b) above, each the Borrower shall have the right, at its option, to prepay any of the Class of Revolving Loans applicable to such Borrower in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.5 or subsections (a), (b) or (c) of Section 2.9 hereof. Each prepayment of Swingline Loans or Revolving Loans Alternate Rate Borrowings may be made in any amount, and such prepayments shall be applied against the applicable Revolving Credit Notes or the Swingline Note, as applicable. Prepayments under this subparagraph (d) shall be subject to the following additional conditions: (1) In giving notice of prepayment as hereinafter provided, the US Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBOR Borrowings, and the Canadian Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings, as applicable, and CDOR Rate Borrowings; provided, that in no event shall any LIBOR Borrowing or CDOR Rate Borrowing (whether Revolving Loans or Terms Loans) be partially prepaid. (2) Prepayments applied to any LIBOR Borrowing or CDOR Rate Borrowing may be made on any Business Day, provided, that (i) the applicable Borrower shall have given the Administrative Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment (other than automatic payments of the applicable Class of Revolving Loans with proceeds from the applicable lockboxes in accordance with the terms of Section 6.15(b), . for which no prior notice of prepayment shall be required), specifying the principal amount of the LIBOR Borrowing or CDOR Rate Borrowing, as applicable, to be prepaid, the particular LIBOR Borrowing or CDOR Rate Borrowing, as applicable, to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing or CDOR Rate Borrowing, as applicable, to be prepaid, the applicable Borrower shall pay upon demand directly to the Applicable Agent for the account of the applicable Lenders the Consequential Loss as a result of such prepayment. (3) Prepayments applied to any Alternate Base Rate Borrowing, Canadian Prime Rate Borrowings or US Base Rate (Canada) Borrowings Borrowing may be made on any Business Day, provided, that with respect thereto (other than automatic payments of the applicable Class of Revolving Loans with proceeds from the applicable lockboxes in accordance with the terms of Section 6.15(b), . for which no prior notice of prepayment shall be required), the applicable Borrower shall have given the Administrative Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid. (d) If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing or CDOR Rate Borrowing) interest thereon to the date of prepayment and any resulting Consequential Loss, shall be due and payable on such prepayment date. (e) Notwithstanding any provision in this Agreement to the contrary, all payments and prepayments of Canadian Loans and other Canadian Obligations by any Canadian Credit Party shall be made in the same currency denomination (i.e, Dollars or C$, as applicable) of the applicable Canadian Loans and/or other Canadian Obligations being paid or prepaid.