Common use of Notice; Manner of Payment Clause in Contracts

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(iv), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment under Section 4.4(b)(i) or (ii) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(c); provided, that any excess remaining thereafter shall be returned to the Borrower. Each prepayment under Section 4.4(b)(iii) or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Borrower’s obligations under any Hedging Agreement.

Notice; Manner of Payment. (A) Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(iv), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. . (B) Each prepayment under this Section 4.4(b)(i) or (ii4.4(b) shall be applied as follows: (i) first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis the remaining scheduled principal installments of the Term Loans pursuant to Section 4.3 and (ii) second, to the extent of any excess, to temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(c); provided, that any excess remaining thereafter shall be returned to the Borrower. Each prepayment under Section 4.4(b)(iii) or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); 2.6(b) provided, that each Lender shall have the right, so long as there are outstandings under the Revolving Credit Facility, to refuse any excess remaining thereafter such mandatory prepayment of the Term Loans, at which time the full amount of any such refused payments shall be returned applied to repay outstanding Revolving Credit Loans without a corresponding reduction of the Borrower. Revolving Credit Commitment. (C) Amounts prepaid under the Term Loan pursuant to this Section 4.4 may not be reborrowedreborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Borrower’s obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(iv4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment under this Section 4.4(b)(i) or (ii4.4(b) shall be applied as follows: (A) first, to reduce in inverse order of maturity the remaining scheduled quarterly principal repayment installments of the Term Loan on a Loans (pro rata basis among the Initial Term Loans and the Additional Term Loans), pursuant to Section 4.3 and (B) second, in the case of a prepayment under clauses (i), (ii), (iii) or (iv) above only, to the extent of any excess, to temporarily prepay reduce permanently the Revolving Credit Loans Commitment, pursuant to Section 2.4(c2.6(b); provided, that any excess remaining thereafter shall be returned . Notwithstanding anything in this Section 4.4 to the Borrower. Each contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment under Section 4.4(b)(iii) or (iv) at which time the remaining amount shall be applied as follows: first, to temporarily reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis Revolving Credit Loans, and secondthen, to the extent of any excessremaining funds, the Borrower may elect to permanently reduce (a) prepay the Revolving Credit Commitment outstanding Term Loans in the manner set forth in this Section 4.4 regardless of the election of the Term Loan Lender or retain such excess amount. No prepayment or repayment pursuant to this Section 2.5(b); provided, that 4.4 shall affect any excess remaining thereafter shall be returned to of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loan Loans pursuant to this Section 4.4 may not be reborrowedreborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Borrower’s obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(iv)(v) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each Subject to the following sentence, each prepayment of the Loans under this Section 4.4(b)(i) or (ii) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and the remaining scheduled principal installments of the Term Loans, pursuant to Section 4.3, second, to the extent of any excess, to temporarily prepay repay the Revolving Credit Loans pursuant to Section 2.4(c); provided) and third, that any excess remaining thereafter shall be returned to cash collateralize Letters of Credit by depositing in a cash collateral account opened by the Administrative Agent an amount equal to the Borroweraggregate then undrawn and unexpired amount of such Letters of Credit. Each Any mandatory prepayment under Section 4.4(b)(iii) or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan Facility may be applied at Borrower’s option, first, to the next eight scheduled quarterly principal payment installments thereof, and then, to the remaining scheduled principal repayment installments on a pro rata basis and second, to the extent of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrowerbasis. Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Borrower’s obligations under any Hedging Agreement5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(iv)or (ii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.4(b)(i) or (ii) shall be applied as follows: firstsubject to the Intercreditor Agreement, ratably between the Initial Term Loans and any Incremental Term Loans to reduce on a pro rata basis the remaining scheduled principal installments of the Initial Term Loans and as determined by the Borrower and the applicable Incremental Lenders to reduce the remaining scheduled quarterly principal repayment installments of any Incremental Term Loans) pursuant to Section 4.3 (it being understood that the minimum amounts and increments set forth in Section 4.4 shall not apply to prepayments under this Section 4.4(b)). For the avoidance of doubt, the Borrower shall be permitted to apply Net Cash Proceeds from any Asset Disposition or any Insurance and Condemnation Event to repay, prepay redeem, purchase or otherwise acquire the Term Loan First Lien Percentage of the Term Loan on a pro rata basis Loans and second, to other Pari Passu Lien Indebtedness using the extent balance of the Net Cash Proceeds at any time without waiting for the end of the reinvestment period and determining Excess Proceeds. Pending the final application of any excesssuch Net Cash Proceeds, to the Borrower or its Subsidiaries may temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(c); provided, that any excess remaining thereafter shall be returned to the Borrower. Each prepayment under Section 4.4(b)(iii) or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Borrower’s obligations revolving indebtedness under any Hedging Agreementrevolving debt facility or otherwise invest such Net Cash Proceeds in cash or Cash Equivalents.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(ivclauses (i), (iii) and (iv) above, the Borrower Parent shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.4(b)(i) or (ii) shall be applied as follows: first, ratably between the Initial Term Loans and any Incremental Term Loans to reduce in direct order of maturity the remaining next four (4) scheduled quarterly principal repayment installments of the Initial Term Loan Loans and any Incremental Term Loans in respect of the scheduled amortization thereof, second, ratably between the Initial Term Loans and any Incremental Term Loans to reduce on a pro rata basis the remaining scheduled principal installments (including the bullet payment due on the Term Loan Maturity Date) of the Initial Term Loans and secondany Incremental Term Loans in respect of the scheduled amortization thereof, third, to the extent of any excess, to temporarily prepay repay the Revolving Credit Loans pursuant to Section 2.4(c); provided, that any excess remaining thereafter shall be returned to 2.4(d) with a corresponding reduction in the Borrower. Each prepayment under Section 4.4(b)(iii) or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis Revolving Credit Commitment and secondfourth, to the extent of any excess, to permanently reduce Cash Collateralize the outstanding L/C Obligations pursuant to Section 3.11 with a corresponding reduction in the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Borrower’s obligations under any Hedging AgreementCommitment.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(iv)(iii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under Section 4.4(b)(iclauses (i) or (ii) of this Section shall be applied as directed by the Borrower to either (A) prepay the Term Loans on a pro rata basis (each such prepayment to be applied on a pro rata basis to the remaining scheduled principal installments within each tranche) and/or (B) repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each prepayment of the Loans under clause (iii) of this Section shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of prepay the Term Loan Loans on a pro rata basis (each such prepayment to be applied on a pro rata basis to the remaining scheduled principal installments within each tranche) and second, to the extent of any excess, to temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(c); provided, that any excess remaining thereafter shall be returned to the Borrower. Each prepayment under Section 4.4(b)(iii(A) or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan pursuant to this and (B) repay outstanding Revolving Credit Loans in accordance with Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Borrower’s obligations under any Hedging Agreement2.4(d).

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(iv)(iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.4(b)(i) or (ii) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis the remaining scheduled amortization payments of the Incremental Term Loans and second, to the extent of any excess, to temporarily prepay repay the Revolving Credit Loans pursuant to Section 2.4(c); provided(provided that, that any excess remaining thereafter shall be returned solely with respect to the Borrower. Each prepayment under Section 4.4(b)(iii) or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent portion of any excess, such mandatory prepayment allocable to permanently reduce the Revolving Credit Commitment pursuant Loans, no prepayments will be required if (a) no Default or Event of Default has occurred and is continuing and (b) after giving pro forma effect to Section 2.5(bsuch prepayment (together with the underlying transaction giving rise thereto); provided, that any excess remaining thereafter shall the Borrower would be returned permitted under the terms of this Agreement to immediately re-borrow the Borroweramount of such mandatory prepayment). Amounts prepaid under the Incremental Term Loan Loans pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Borrower’s obligations under any Hedging Agreement5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(iv4.4(b)(vii), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment under this Section 4.4(b)(i) or (ii4.4(b) shall be applied as follows: first, to reduce in inverse order of maturity the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis Loans and (ii) second, to the extent of any excess, to temporarily prepay reduce permanently the Revolving Credit Commitment, pursuant to Section 2.6(b). Amounts repaid under the Term Loans pursuant to Section 2.4(c); provided, that any excess remaining thereafter shall be returned to the Borrower. Each prepayment under Section 4.4(b)(iii) 4.3 or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan Loans pursuant to this Section 4.4 may not be reborrowedreborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding anything in this Section 4.4 to the contrary, except with respect to any mandatory prepayment under Section 4.4(b)(vii), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Loans, and then, to the extent of any remaining funds, the Borrower may elect to (a) prepay the outstanding Term Loans in the manner set forth in this Section 4.4 regardless of the election of the Term Loan Lender or (b) retain such excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower’s 's obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(iv)(iv) above, the applicable Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each 146960219_6 prepayment of the Loans under this Section 4.4(b)(i) or (ii) shall be applied as follows: first, ratably between the Initial Term Loan and any Incremental Term Loans to reduce on a pro rata basis (applied to reduce the remaining scheduled quarterly principal repayment installments of the Initial Term Loan and any Incremental Term Loans on a pro rata basis basis) and (ii) second, to the extent of any excess, to temporarily prepay repay the Revolving Credit Loans pursuant to Section 2.4(c2.4(d); provided, that without a corresponding reduction in the Revolving Credit Commitment. Proceeds of any excess remaining thereafter shall be returned to the Borrower. Each prepayment under Section 4.4(b)(iii) or (iv) Refinancing Debt shall be applied as follows: firstsolely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan extent required thereby, on a pro rata basis and second, to in accordance with the extent respective outstanding principal amounts of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment Loans and such Refinancing Notes or repayment pursuant to Section 4.4 shall affect any Incremental Equivalent Indebtedness as of the Borrower’s obligations under any Hedging Agreementtime of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. (A) Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(iv)(iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.4(b)(i) or (ii4.4(b)(vi)(A) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis Loans required pursuant to Section 4.3(a) in direct order of maturity, second, to the remaining outstanding principal balance of the Term Loans and secondthird, to the extent of any excess, to temporarily prepay repay the Revolving Credit Loans pursuant to Section 2.4(c2.4(d); provided, that without a corresponding reduction in the Revolving Credit Commitment. (B) Upon the occurrence of any excess remaining thereafter event triggering the prepayment requirement under clause (iii) above, the Borrower shall be returned promptly deliver a Notice of Prepayment to the BorrowerAdministrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.4(b)(iii) or (iv4.4(b)(vi)(B) shall be applied as follows: first, to reduce deposit into the remaining scheduled quarterly principal repayment installments Interest Reserve Account an amount such that the amount therein equals the Interest Reserve Account Minimum Amount; provided that, for purposes of this clause first, the Term Loan Interest Reserve Account Minimum Amount shall be calculated on a pro rata forma basis and after giving effect to the prepayment of the Loans that will occur pursuant to clause second below with respect to the Asset Disposition triggering the current prepayment, second, (x) with respect to 80% of the extent remaining Net Cash Proceeds, as set forth in Section 4.4(b)(vi)(A) and (y) with respect to 20% of any excessthe remaining Net Cash Proceeds, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of at the Borrower’s obligations under any Hedging Agreementoption, either as retained by the Borrower or as applied in the manner set forth in Section 4.4(b)(vi)(A).

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(iv), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment under Section 4.4(b)(i) or (ii) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(c); provided, that any excess remaining thereafter shall be returned to the Borrower. Each prepayment under Section 4.4(b)(iii4.4(b)(ii) or through (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Borrower’s obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(iv4.4(b)(vi), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment under this Section 4.4(b)(i) or (ii4.4(b) shall be applied as follows: first, to reduce in inverse order of maturity the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis Loans and (ii) second, to the extent of any excess, to temporarily prepay reduce permanently the Revolving Credit Commitment, pursuant to Section 2.6(b). Amounts repaid under the Term Loans pursuant to Section 2.4(c); provided, that any excess remaining thereafter shall be returned to the Borrower. Each prepayment under Section 4.4(b)(iii) 4.3 or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan Loans pursuant to this Section 4.4 may not be reborrowedreborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding anything in this Section 4.4 to the contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Loans, and then, to the extent of any remaining funds, the Borrower may elect to (a) prepay the outstanding Term Loans in the manner set forth in this Section 4.4 regardless of the election of the Term Loan Lender or (b) retain such excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower’s 's obligations under any Hedging Agreement.