Common use of Optional and Mandatory Prepayments Clause in Contracts

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), (i) upon at least four Business Days’ irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Loans, ABR Loans, a combination thereof, if of a combination thereof, the amount allocable to each, or of Swingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Each Borrower may at any time and from time to time prepay outstanding Revolving Credit the Loans or Swingline Loansmade by the Lenders to such Borrower, in whole or in part, without premium or penalty (other penalty, upon irrevocable notice substantially in the form of Exhibit N delivered by the Borrower Representative to the Administrative Agent no later than any amounts payable pursuant to subsection 3.11 if such 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the requested prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment, the name of the applicable Borrower and whether the prepayment is of LIBOR Eurodollar Loans and or ABR Loans; provided, that if a Eurodollar Loan is made prepaid on a any day other than the last day of the Interest Period with respect applicable thereto), (i) upon at least four Business Days’ irrevocable notice such Borrower shall also pay any amounts owing pursuant to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Loans, ABR Loans, a combination thereof, if of a combination thereof, the amount allocable to each, or of Swingline LoansSection 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with (except in the case of Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Multicurrency ABR Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit and Eurodollar Loans denominated in Dollars for all Borrowers shall be in an aggregate principal amount of at least $5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Partial prepayments thereof (or, in the case of Swingline Loans shall be in an aggregate ABR Loans, the entire principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof).

Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto (or at other times with the payment of applicable breakage costs), in the case of Eurodollar Loans, or at any time and from time to time time, in the case of Alternate Base Rate Loans, prepay outstanding the Revolving Credit Loans, the Initial Term Loans, the Additional Term Loans of any series, or Swingline Loansany combination thereof, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect theretoexcept as set forth in Section 4.1(e) below), (i) upon at least four Business Days’ ' irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case (specifying (i) and (ii) above) specifying the date and amount of prepayment and prepayment, (ii) whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each, (iii) whether the prepayment is of Revolving Credit Loans, Initial Term Loans, the Additional Term Loans of any series, or any combination thereof, and, if of Swingline a combination thereof, the amount allocable to each and (iv) if the prepayment includes Term Loans, the amount allocable, if any, to the Initial Term Loans or the Additional Term Loans of each series. Upon receipt of any such notice the Administrative Agent shall promptly notify each Applicable Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, with accrued interest to such date on the amount prepaid in the case of prepayment of Term Loans. Partial prepayments (x) of Multicurrency Revolving Credit Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments or a whole multiple thereof and (y) of Revolving Credit any Term Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Subject to Section 2.14, the Borrower may may, at any time and from ------------ time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (other than penalty, together with accrued interest thereon and, if the Borrower prepays all the Loans then outstanding and terminate the Commitments utilizing, directly or indirectly, loans from a financial institution or proceeds from any amounts payable pursuant to subsection 3.11 if such prepayment is public offering or private placement of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto)debt or equity securities, (i) upon at least four three (3) Business Days’ ' irrevocable written notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Loans, ABR Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each, or of Swingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with any amounts payable pursuant to Section 2.14, accrued interest to such date ------------ on the amount prepaid any outstanding fees and expenses then due and owing. So long as no Event of Default has occurred and is continuing, partial prepayments of the Loans shall be applied, to principal of the Loans selected by the Borrower or, if the Borrower does not make such a selection, by the Agent in its reasonable discretion. If any Event of Default shall have occurred and is continuing, any prepayments hereunder shall be applied in the manner determined by Agent and the Lenders. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof500,000.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, (i) upon at least four three Business Days’ ' irrevocable notice to the Administrative Agent in the case of Revolving Credit Eurodollar Loans and (ii) on the same Business Day in the case of Swingline ABR Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, or provided that, Eurodollar Loans shall be prepaid at the end of Swingline Loansthe Interest Period applicable thereto only. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with any amounts payable pursuant to subsection 4.12. Partial prepayments of Multicurrency all other Loans and the Letters of Credit shall be applied first, to payment of any Reimbursement Obligations then outstanding, second, to payment of the Loans then outstanding and last, to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Agent. Partial prepayments of Loans shall be in an aggregate principal amount equal to the Dollar Equivalent lesser of which is at least $5,000,000 or an integral multiple of (A) $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple multiples of $100,000 in excess thereofthereof except as required under subsection 4.4(b) or (B) the aggregate unpaid principal amount of the Loans and outstanding L/C Obligations with respect to which payment is being made.

Optional and Mandatory Prepayments. (a) The Borrower may at any ---------------------------------- time and from time to time prepay outstanding the Revolving Credit Loans or Swingline and the Swing Line Loans, in whole or in part, without premium or penalty (other than any amounts payable required to be paid pursuant to subsection 3.11 if 4.13 in connection with such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect theretoprepayment), (i) upon at least four three Business Days’ ' irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least one Business Day's irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of Base Rate Loans), New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is (i) of LIBOR Revolving Credit Loans or Swing Line Loans, ABR Loans, or a combination thereof, and (ii) of Eurodollar Loans, Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, or of Swingline Loans. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with any amounts payable pursuant to subsection 4.13 and accrued interest to such date on the amount prepaid. Unless specified otherwise in such notice, partial prepayments of the Loans pursuant to this subsection 4.4(a) shall be applied first, to pay Swing Line Loans then outstanding and second, to pay ----- ------ Revolving Credit Loans then outstanding. Partial prepayments of Multicurrency the Revolving Credit Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 2,500,000 or an integral a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 500,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The TheAny Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), (i) upon at least four Business Days’ irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M.p.m., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) , specifying the date and amount of prepayment and whether the prepayment is of LIBOR Loans, ABR Loans, a combination thereof, if of a combination thereof, the amount allocable to each, or of Swingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the relevant Borrower on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Subject to Section 2.16, the Borrower may may, at any time and from time to time time, prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, (i) upon at least four three Business Days’ ' irrevocable written notice to the Administrative Agent (in the case of Revolving Credit Loans and Eurodollar Loans), or one Business Day's irrevocable written notice (ii) in the case of Swingline Alternate Base Rate Loans), irrevocable notice to the Administrative Agent by not later than 3:00 P.M.Agent, New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Loans, ABR Loans, Revolving Credit Loans or Term Loans or a combination thereof, with respect to each such type of Loan, whether such prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. In the case of a partial prepayment, such prepayment shall be in an amount of not less than (i) $3,000,000 or in integral multiples of $1,000,000 (in the case of Eurodollar Loans); (ii) $1,000,000 or in integral multiples of $500,000 (in the case of Alternate Base Rate Loans); and (iii) $1,000,000 or in integral multiples of $250,000 (in the case of Swingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof). If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with (x) any amounts payable pursuant to Section 2.16, (y) with respect to Eurodollar Loans, accrued interest to such date on the amount prepaid and (z) any outstanding fees and expenses then due and owing with respect to the amount prepaid. Partial prepayments and optional prepayments of Multicurrency the Revolving Credit Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of applied to such Revolving Credit Loans denominated but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereofits written notice to the Administrative Agent.

Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto (or at other times with the payment of applicable breakage costs), in the case of Eurodollar Loans, or at any time and from time to time time, in the case of Alternate Base Rate Loans, prepay outstanding the Revolving Credit Loans, the Initial Term Loans, the Additional Term Loans of any series, or Swingline Loansany combination thereof, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect theretoexcept as set forth in Section 4.1(e) below), (i) upon at least four Business Days’ ' irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case (specifying (i) and (ii) above) specifying the date and amount of prepayment and prepayment, (ii) whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each, (iii) whether the prepayment is of Revolving Credit Loans, Initial Term Loans, the Additional Term Loans of any series, or any combination thereof, and, if of Swingline a combination thereof, the amount allocable to each and (iv) if the prepayment includes Term Loans, the amount allocable, if any, to the Initial Term Loans or the Additional Term Loans of each series. Upon receipt of any such notice the Administrative Agent shall promptly notify each Applicable Lender thereof. If any such notice is given, the SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT amount specified in such notice shall be due and payable by the Borrower on the date specified therein, with accrued interest to such date on the amount prepaid in the case of prepayment of Term Loans. Partial prepayments (x) of Multicurrency Revolving Credit Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments or a whole multiple thereof and (y) of Revolving Credit any Term Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Any Borrower may at any time and from time to time prepay outstanding Revolving Credit any Loans or Swingline (other than, to the extent that any other Loans are then outstanding, the Unsecured Supplemental Loans), in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, (i) upon at least four three Business Days’ ' irrevocable notice to the Administrative Agent (in the case of Revolving Credit Eurodollar Loans and or Domestic Sterling Loans) or one Business Day's irrevocable notice to the Agent (ii) in the case of Swingline ABR Loans or Sterling Base Rate Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Loans, ABR Loans, a combination thereof, if of a combination thereof, the amount allocable to each, or of Swingline Loans). Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with any amounts payable pursuant to subsection 10.13 and (except in the case of prepayments of the Domestic Revolving Credit Loans or the UK Revolving Credit Loans which are not accompanied by a permanent reduction of the Domestic Revolving Credit Commitments or the UK Revolving Credit Commitments, as the case may be) accrued interest to such date on the amount prepaid. Partial prepayments of Multicurrency the Domestic Term Loans and the UK Term Loans shall be in an aggregate applied pro rata to the remaining installments of principal amount thereof. Amounts prepaid on account of the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereofDomestic Term Loans, the UK Term Loans and the Supplemental Loans may not be reborrowed. Partial prepayments of Revolving Credit Loans denominated in Dollars under this subsection shall be in an aggregate principal amount of at least $5,000,000 500,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral a whole multiple of $100,000 in excess thereofthereof (in the case of Domestic Loans) or (pound)350,000 or a whole multiple of (pound)100,000 in excess thereof (in the case of UK Loans).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit the Term Loans or Swingline Loansmade to it, in whole or in part, subject to subsection 3.12, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, (i) upon at least four three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (in the case of Revolving Credit Loans Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (ii) in the case of Swingline ABR Loans, irrevocable ). Such notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case (shall specify (i) and (ii) above) specifying the date and amount of prepayment prepayment, and (ii) whether the prepayment is of LIBOR Eurocurrency Loans, ABR Loans, Loans or a combination thereof, and, if of a combination thereof, the principal amount allocable to each, or of Swingline Loans. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Multicurrency Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple multiples of $1,000,000 1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereoftheir entirety.

Optional and Mandatory Prepayments. (a) The Borrower Company and each Designated Subsidiary may at any time and from time to time prepay outstanding Revolving Credit the Loans or Swingline Loansthen outstanding, in whole or in part, without premium or penalty (other than penalty, provided, however, that if the Company or any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Designated Subsidiary prepays any Eurodollar Loans and is made on a any day other than the last day of the Interest Period with respect thereto)therefor, (ithe Company or such Designated Subsidiary shall concurrently pay any amounts due under subsection 2.16 incurred in connection therewith. Optional prepayments pursuant to this subsection 2.8(a) shall be made upon at least four Business three Working Days’ ' prior irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans Eurodollar Loans, and (ii) one Business Day's prior irrevocable notice to the Agent in the case of Swingline Prime Rate Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case (specifying (i) and (ii) above) specifying the date and amount of prepayment and such prepayment, (ii) whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Prime Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to eacheach Type and (iii) in the case of Eurodollar Loans, or of Swingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereofInterest Periods affected. If any such notice is given, the amount Company or the Designated Subsidiary involved will make the prepayment specified in therein, and such notice prepayment shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments Each prepayment of Multicurrency the Loans pursuant to this paragraph (a) shall be in an aggregate principal amount the Dollar Equivalent of which is at least equal to $5,000,000 5,000,0000 or an integral any whole multiple of $1,000,000 in excess thereof. Partial thereof or the amount of all Loans then outstanding, provided that prepayments of Revolving Credit Eurodollar Loans denominated in Dollars pursuant to this paragraph (a) shall be made in such a manner that, after giving effect to such prepayments, no Eurodollar Loans having the same Interest Period shall be maintained in an aggregate principal amount of at least less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof1,000,000.

Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time time, in the case of Alternate Base Rate Loans, prepay outstanding the Revolving Credit Loans Loans, the Term Loans, or Swingline Loansboth, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, (i) upon at least four Business Days’ ' irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case (specifying (i) and (ii) above) specifying the date and amount of prepayment and prepayment, (ii) whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each, and (iii) whether the prepayment is of Revolving Credit Loans, Term Loans, or a combination thereof, and, if of Swingline Loansa combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each Applicable Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, with accrued interest to such date on the amount prepaid in the case of prepayment of the Term Loans. Partial prepayments (x) of Multicurrency Revolving Credit Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess or a whole multiple thereof. Partial prepayments , and (y) of Revolving Credit Term Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, (i) upon at least four three Business Days’ ' irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least one Business Day's irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of ABR Loans), New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is (i) of LIBOR Revolving Credit Loans or Swing Line Loans, ABR Loans, or a combination thereof, and (ii) of Eurodollar Loans, ABR Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each; provided that, or if a Eurodollar Loan is prepaid other than at the end of Swingline Loansthe Interest Period applicable thereto, the Borrower shall also pay any amounts required to be paid pursuant to Section 4.12. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with any amounts payable pursuant to Section 4.12. Partial prepayments of Multicurrency all Loans and the Letters of Credit shall be in an aggregate principal amount applied first, to payment of the Dollar Equivalent Swing Line Loans then outstanding, second, to payment of which is at least $5,000,000 or an integral multiple the Revolving Credit Loans then outstanding, third, to payment of $1,000,000 in excess thereofany Reimbursement Obligations then outstanding and last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess or a whole multiple thereof. Partial prepayments Amounts prepaid may be reborrowed up to the amount of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereofthe Available Revolving Credit Commitments.

Optional and Mandatory Prepayments. (a) The Borrower Company and each Designated Subsidiary may at any time and from time to time prepay outstanding Revolving Credit the Company Loans or Swingline Loansthen outstanding, in whole or in part, without premium or penalty (other than penalty, provided, however, that if the Company or any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Designated Subsidiary prepays any Eurodollar Loans and is made on a any day other than the last day of the Interest Period with respect thereto)therefor, (ithe Company or such Designated Subsidiary shall concurrently pay any amounts due under subsection 2.16 incurred in connection therewith. Optional prepayments pursuant to this subsection 2.8(a) shall be made upon at least four Business three Working Days’ ' prior irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans Eurodollar Loans, and (ii) one Business Day's prior irrevocable notice to the Agent in the case of Swingline Prime Rate Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case (specifying (i) and (ii) above) specifying the date and amount of such prepayment, (ii) the Facility or Facilities under which the prepayment and will be made, (iii) whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Prime Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to eacheach Type and (iv) in the case of Eurodollar Loans, or of Swingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereofInterest Periods affected. If any such notice is given, the amount Company or the Designated Subsidiary involved, as applicable, will make the prepayment specified in therein, and such notice prepayment shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial The aggregate amount of all prepayments of Multicurrency the Company Loans specified in the same notice delivered pursuant to this paragraph (a) shall be in an aggregate principal amount the Dollar Equivalent of which is at least equal to $5,000,000 or an integral any whole multiple of $1,000,000 in excess thereof. Partial thereof or the amount of all Company Loans then outstanding, provided that prepayments of Revolving Credit Eurodollar Loans denominated in Dollars pursuant to this paragraph (a) shall be made in such a manner that, after giving effect to such prepayments, no Eurodollar Loans having the same Interest Period shall be maintained in an aggregate principal amount of at least less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof1,000,000.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), (i) upon at least four three Business Days’ irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least one Business Day’s irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of Prime Loans), New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Prime Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, or of Swingline Loans. Upon the receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein. Partial prepayments of Multicurrency the Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 500,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral a whole multiple of $100,000 in excess thereof. Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Term Loans in accordance with subsection 4.8(a)(ii) and shall be made, first, to Prime Loans and, second, to Eurodollar Loans. If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Revolving Credit Outstanding of all the Revolving Lenders exceeds the Aggregate Revolving Credit Commitments then in effect, or the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and, to the extent required, cash collateralize Letters of Credit, in each case, in an aggregate amount at least sufficient to eliminate any such excess. If at any fiscal year end commencing on or after June 30, 2009, for which the ratio of Consolidated Funded Debt to Consolidated EBITDA as at the end of such fiscal year was in excess of 2.0 to 1.0, Borrower shall, within one hundred fifty (150) days of the end of such fiscal year end, apply an amount in prepayment of the Term Loans in inverse order of maturity ratably among each Term Lenders Term Loans equal to fifty (50%) percent of any Excess Cash Flow in respect of such fiscal year. Each prepayment of Loans pursuant to this subsection 4.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 4.11 or 4.15 in connection with such prepayment.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit the Loans or Swingline Loansmade to it, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, (i) upon at least four three Business Days’ irrevocable notice to the Administrative Agent ' in the case of Revolving Credit Loans and (ii) Eurodollar Loans, or same day Business Day's in the case of Swingline ABR Loans (including Swing Line Loans), irrevocable notice to the Administrative Agent by not later than 3:00 P.M.Agent, New York City timespecifying whether the prepayment is (i) of Revolving Credit Loans, on the Business Day immediately preceding the date of prepaymentTerm Loans or Swing Line Loans, or a combination thereof, and in each case ((i) and if a combination thereof, the amount allocable to each, (ii) above) specifying the date and amount of prepayment of such Loan(s) and (iii) whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each, or of Swingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with any amounts payable pursuant to subsection 4.14 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Partial optional prepayments of Multicurrency the Term Loans shall be in an aggregate applied to the remaining installments of principal amount thereof ratably based on the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess remaining amounts thereof. Partial voluntary prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 500,000 or an integral a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 500,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), (i) upon at least four Business Days’ ' irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Loans, ABR Loans, a combination thereof, if of a combination thereof, the amount allocable to each, or of Swingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Prior to April 12, 2013, the Borrower may not optionally prepay the Term Loans (except as provided in subsection 10.1(f)). Thereafter the Borrower may at any time and from time to time prepay outstanding Revolving Credit the Term Loans or Swingline Loans, made to it in whole or in part, (i) from April 12, 2013 until April 11, 2014, together with a prepayment premium of 2.0% of the aggregate principal amount of the Term Loans so prepaid, (ii) from April 12, 2014 until April 11, 2015, together with a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans so prepaid and (iii) on and after April 12, 2015, subject to subsection 3.12, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, (i) in each case upon at least four three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (in the case of Revolving Credit Loans Eurocurrency Loans), and at least one Business Day’s notice by the Borrower to the Administrative Agent (ii) in the case of Swingline ABR Loans, irrevocable ). Such notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying shall specify the date and amount of prepayment and whether the prepayment is of LIBOR Eurocurrency Loans, ABR Loans, Loans or a combination thereof, and, if of a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or of Swingline Loansprior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Multicurrency Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple multiples of $1,000,000 1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereofits entirety.

Optional and Mandatory Prepayments. (a) The Subject to subsection 4.1(e), the Borrower may may, at any time and from time to time time, prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant except, with respect to subsection 3.11 if such prepayment is of LIBOR Eurodollar Loans and is made that are prepaid on a day date other than the last day of the Interest Period with respect thereto, as provided under subsection 4.11), upon (i) upon in the case of prepayments of Eurodollar Loans, at least four three Business Days’ ' irrevocable notice (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile) to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline prepayments of ABR Loans (other than Swing Line Loans), irrevocable notice (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)) to the Administrative Agent by not later than 3:00 P.M.prior to 11:30 A.M., New York City time, on the Business Day immediately preceding the date of such prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each, or of Swingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with any amounts payable pursuant to subsection 4.11 in connection therewith and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Amounts prepaid on account of the Term Loans may not be reborrowed and will be applied to the installments thereof in the scheduled order of maturity thereof. Partial prepayments under this subsection 4.1(a) shall be, in the case of Multicurrency Loans shall be Eurodollar Loans, in an aggregate principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof and in the Dollar Equivalent case of which is at least ABR Loans, in an aggregate principal amount of $5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Borrower Company and each Designated Subsidiary may at any time and from time to time prepay outstanding Revolving Credit the Loans or Swingline Loansthen outstanding, in whole or in part, without premium or penalty (other than penalty, provided, however, that if the Company or any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Designated Subsidi-ary prepays any Eurodollar Loans and is made on a any day other than the last day of the Interest Period with respect thereto)therefor, (ithe Company or such Designated Subsidiary shall concurrently pay any amounts due under subsection 2.16 incurred in connection therewith. Optional prepayments pursuant to this subsec-tion 2.8(a) shall be made upon at least four Business three Working Days’ ' prior irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans Eurodollar Loans, and (ii) one Business Day's prior irrevocable notice to the Agent in the case of Swingline Prime Rate Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case (specifying (i) and (ii) above) specifying the date and amount of prepayment and such prepayment, (ii) whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Prime Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to eacheach Type and (iii) in the case of Eurodollar Loans, or of Swingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereofInterest Periods affected. If any such notice is given, the amount specified in Company or the Designated Subsidiary involved will make the prepayment spe-cified therein, and such notice prepayment shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments Each prepayment of Multicurrency the Loans pursuant to this paragraph (a) shall be in an aggregate principal amount the Dollar Equivalent of which is at least equal to $5,000,000 5,000,0000 or an integral any whole multiple of $1,000,000 in excess thereof. Partial thereof or the amount of all Loans then outstanding, provided that prepayments of Revolving Credit Eurodollar Loans denominated in Dollars pursuant to this paragraph (a) shall be made in such a manner that, after giving effect to such prepayments, no Eurodollar Loans having the same Interest Period shall be maintained in an aggregate principal amount of at least less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof1,000,000.