Common use of Optional and Mandatory Principal Payments on All Loans Clause in Contracts

Optional and Mandatory Principal Payments on All Loans. (a) The Company may at any time and from time to time prepay, without premium or penalty but upon payment of any amount payable pursuant to Section 3.4, its Revolving Credit Advances in whole or in part, upon at least three Business Days’ irrevocable notice to the Agent specifying the date and amount of prepayment. Partial payments of Revolving Credit Advances shall be in an amount such that the USD Amount of the principal of a Revolving Credit Loan will be reduced by $1,000,000 or any integral multiple of $500,000 principal amount in excess thereof (or, if such prepayment relates to a Loan denominated in a Foreign Currency, such comparable and convenient amount thereof as the Agent may from time to time specify). Prepayment of any Alternate Currency Loan shall be subject to the provisions of the applicable Alternate Currency Addendum. (b) Each prepayment and conversion pursuant to this Section 2.7 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) If, at any time as of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, or (c) the USD Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]. (e) Prepayments pursuant to this Section 2.7 shall be applied to prepay Loans made to such Borrower in such order as the Company may direct. (f) All amounts prepaid may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement.

Optional and Mandatory Principal Payments on All Loans. (a) The Company 2.6.1 Each Borrower may at any time and from time to time prepay Floating Rate Loans, in whole or in part, without penalty or premium, upon at least one Business Day’s irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayment of Floating Rate Loans shall be in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof. 2.6.2 Each Borrower may at any time and from time to time prepay, without premium or penalty (but upon together with payment of any amount payable pursuant to Section 3.43.3), its Revolving Credit Advances Eurocurrency Loans in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Partial payments prepayments of Revolving Credit Advances Eurocurrency Loans shall be in an aggregate principal amount such that in the USD Amount relevant Agreed Currency of the principal of a Revolving Credit Loan will be reduced by $1,000,000 5,000,000 units or any integral multiple of $500,000 1,000,000 units in excess thereof, or such lesser principal amount as may equal the outstanding Eurocurrency Loans or such lesser amount as may be agreed to by the Administrative Agent. 2.6.3 If the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments at any time the applicable Borrowers shall promptly prepay the Aggregate Revolving Credit Outstandings or cash collateralize Facility Letters of Credit in the amount of such excess; provided that it is understood that this Section 2.6.3 shall not require any Foreign Subsidiary Borrower to prepay or cash collateralize amounts in excess thereof (or, if such prepayment relates to a Loan denominated in a Foreign Currency, such comparable and convenient amount thereof as the Agent may from time to time specify). Prepayment of any Alternate Currency Loan shall be subject to the provisions of the its then applicable Alternate Currency AddendumAggregate Revolving Credit Outstandings. (b) 2.6.4 Each prepayment and conversion pursuant to this Section 2.6 and each conversion (other than a conversion of a Floating Rate Loan to a Eurocurrency Loan) pursuant to Section 2.7 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) If, at any time as of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, or (c) the USD Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]. (e) 2.6.5 Prepayments pursuant to this Section 2.7 2.6 shall be applied as follows: (a) in the case of prepayments of U.S. Dollar Loans, first to prepay Floating Rate Loans and second to prepay Eurocurrency Loans then outstanding in such order as the Company or such Borrower may direct and (b) in the case of prepayments of Foreign Currency Loans, to prepay Foreign Currency Loans made to such Borrower in such order as the Company or such Borrower may direct, provided that all prepayments on any Loans to a Borrower shall be applied pro rata to the Loans owing by such Borrower. (f) 2.6.6 All amounts Revolving Credit Loans prepaid may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement.

Optional and Mandatory Principal Payments on All Loans. (a) 2.9.1 The Company may at any time and from time to time prepay Floating Rate Loans, in whole or in part, without penalty or premium, upon at least one Business Day's irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayment of Floating Rate Loans shall be in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. 2.9.2 Each Borrower may at any time and from time to time prepay, without premium or penalty but upon payment of any amount payable pursuant to Section 3.4, its Revolving Credit Advances Eurodollar Loans and its Multicurrency Loans in whole or in part, upon at least three Business Days’ ' irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Partial payments prepayments of Revolving Credit Advances Multicurrency Loans shall be in an aggregate principal amount such that of which the USD Amount of the principal of a Revolving Credit Loan will be reduced by U.S. Dollar Equivalent is at least $1,000,000 5,000,000 or any integral multiple of $500,000 1,000,000 in excess thereof, or such lesser principal amount in excess thereof (or, if such prepayment relates to a Loan denominated in a Foreign Currency, such comparable and convenient amount thereof as may equal the Agent outstanding Multicurrency Loans. 2.9.3 A Competitive Bid Rate Advance may from time to time specify). Prepayment of any Alternate Currency Loan shall not be subject paid prior to the provisions last day of the applicable Alternate Currency AddendumInterest Period, except as provided in Sections 2.9.4, 2.9.5 and 2.9.6, subject to Section 3.4. 2.9.4 If at any time, for any reason, the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, (a) the Company shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or (b) each Borrower shall, without notice or demand, immediately prepay its Multicurrency Loans such that the sum of (i) the aggregate principal amount of Revolving Credit Loans so prepaid and (ii) the U.S. Dollar Equivalent of the aggregate principal amount of Multicurrency Loans so prepaid, at least equals the amount of such excess. 2.9.5 If, at any time for any reason, either (a) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the aggregate Revolving Credit Commitments of the Multicurrency Lenders 2.9.6 If at any time, for any reason, either (a) the Aggregate Multicurrency Outstandings of all Multicurrency Lenders exceed $500,000,000 or (b) the Aggregate Multicurrency Outstandings of any Multicurrency Lender exceeds its Multicurrency Commitment, each Borrower shall, without notice or demand, immediately prepay its Multicurrency Loans in amounts such that the U.S. Dollar Equivalent of the Multicurrency Loans so prepaid at least equals the amount of such excess. 2.9.7 Each prepayment and conversion pursuant to this Section 2.7 2.9 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) If2.9.8 Notwithstanding the foregoing, at any time as mandatory prepayments of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, Loans or (c) the USD Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]. (e) Prepayments Multicurrency Loans that would otherwise be required pursuant to this Section 2.7 2.9 solely as a result of fluctuations in Exchange Rates from time to time shall only be applied required to prepay Loans be made pursuant to this Section 2.9 on the last Business Day of each month on the basis of the Exchange Rate in effect on such Borrower in such order as the Company may directBusiness Day. (f) All amounts prepaid may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement.

Optional and Mandatory Principal Payments on All Loans. (a) The Company may at any time and from time to time prepay, without premium or penalty but upon payment of any amount payable pursuant to Section 3.4, its Revolving Credit Advances in whole or in part, upon at least three Business Days’ irrevocable notice to the Agent specifying the date and amount of prepayment. Partial payments of Revolving Credit Advances shall be in an amount such that the USD Dollar Amount of the principal of a Revolving Credit Loan will be reduced by $1,000,000 or any integral multiple of $500,000 principal amount in excess thereof (or, if such prepayment relates to a Loan denominated in a Foreign Currency, such comparable and convenient amount thereof as the Agent may from time to time specify). Prepayment of any Alternate Currency Loan shall be subject to the provisions of the applicable Alternate Currency Addendum. (b) Each prepayment and conversion pursuant to this Section 2.7 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) If, at any time as of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, or (c) the USD U.S. Dollar Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]If at any time the aggregate outstanding principal amount of the Aggregate Outstanding Senior Indebtedness shall exceed the then Borrowing Base, the Company shall forthwith pay to the Agent an amount for application to the outstanding principal amount of the Revolving Credit Loans, or provide to the Agent cash collateral in respect of outstanding Facility LCs in an amount, such that the aggregate amount of such payments and such cash collateral is not less than the amount of such excess. (e) Prepayments pursuant to this Section 2.7 shall be applied to prepay Loans made to such Borrower in such order as the Company may direct. (f) All amounts prepaid may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement.

Optional and Mandatory Principal Payments on All Loans. (a) 2.7.1 The Company may at any time and from time to time prepay, without premium or penalty but upon payment of any amount payable pursuant to Section 3.4, its Revolving Credit Advances in whole or in part, upon at least three Business Days’ irrevocable notice to the Agent specifying the date and amount of prepayment. Partial payments of Revolving Credit Advances shall be in an amount such that the USD Dollar Amount of the principal of a Revolving Credit Loan will be reduced by $1,000,000 or any integral multiple of $500,000 principal amount in excess thereof (or, if such prepayment relates to a Loan denominated in a Foreign Currency, such comparable and convenient amount thereof as the Agent may from time to time specify). Prepayment of any Alternate Currency Loan shall be subject to the provisions of the applicable Alternate Currency Addendum. (b) 2.7.2 Each prepayment and conversion pursuant to this Section 2.7 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) 2.7.3 If, at any time as of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, or (c) the USD U.S. Dollar Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]. (e) 2.7.4 Prepayments pursuant to this Section 2.7 shall be applied to prepay Loans made to such Borrower in such order as the Company may direct. (f) 2.7.5 All amounts prepaid may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement.

Optional and Mandatory Principal Payments on All Loans. (a) 2.7.1 The Company may at any time and from time to time prepay, without premium or penalty but upon payment of any amount payable pursuant to Section 3.4, its Revolving Credit Advances in whole or in part, upon at least three Business Days’ ' irrevocable notice to the Agent specifying the date and amount of prepayment. Partial payments of Revolving Credit Advances shall be in an amount such that the USD Dollar Amount of the principal of a Revolving Credit Loan will be reduced by $1,000,000 or any integral multiple of $500,000 principal amount in excess thereof (or, if such prepayment relates to a Loan denominated in a Foreign Currency, such comparable and convenient amount thereof as the Agent may from time to time specify). Prepayment of any Alternate Currency Loan shall be subject to the provisions of the applicable Alternate Currency Addendum. (b) 2.7.2 Each prepayment and conversion pursuant to this Section 2.7 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) 2.7.3 If, at any time as of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, or (c) the USD U.S. Dollar Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]. (e) Prepayments pursuant to this Section 2.7 shall be applied to prepay Loans made to such Borrower in such order as the Company may direct. (f) All amounts prepaid may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement.

Optional and Mandatory Principal Payments on All Loans. (a) The Company 2.6.1 Each Borrower may at any time and from time to time prepay Floating Rate Loans, in whole or in part, without penalty or premium, upon at least one Business Day's irrevocable notice to the Agent, specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayment of Floating Rate Loans shall be in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof. 2.6.2 Each Borrower may at any time and from time to time prepay, without premium or penalty (but upon together with payment of any amount payable pursuant to Section 3.4), its Revolving Credit Advances Eurodollar Loans and its Multicurrency Loans in whole or in part, upon at least three Business Days’ ' irrevocable notice to the Agent specifying the date and amount of prepayment. Partial payments of Revolving Credit Advances Eurodollar Loans shall be in an a minimum aggregate amount such that the USD Amount of the principal of a Revolving Credit Loan will be reduced by $1,000,000 5,000,000 or any integral multiple of $500,000 1,000,000 in excess thereof. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount in the relevant Available Foreign Currency of 5,000,000 units or any integral multiple of 1,000,000 units in excess thereof (orthereof, if or such prepayment relates lesser principal amount as may equal the outstanding Multicurrency Loans or such lesser amount as may be agreed to a Loan denominated in a Foreign Currency, such comparable and convenient amount thereof as by the Agent may from time to time specify). Prepayment of any Alternate Currency Loan shall be subject to the provisions of the applicable Alternate Currency AddendumAgent. (bi) If the Aggregate Euro Revolving Credit Outstandings exceed the Aggregate Euro Revolving Credit Commitments at any time the Foreign Subsidiary Borrowers shall promptly prepay the Aggregate Euro Revolving Credit Outstandings or cash collateralize Facility Letters of Credit in the amount of such excess and (ii) if the Aggregate U.S. Revolving Credit Outstandings exceed the Aggregate U.S. Revolving Credit Commitments at any time the Company shall promptly prepay the Aggregate U.S. Revolving Credit Outstandings or cash collateralize Facility Letters of Credit in the amount of such excess. 2.6.4 Each prepayment and conversion pursuant to this Section 2.6 and each conversion (other than a conversion of a Floating Rate Loan to a Fixed Rate Loan) pursuant to Section 2.7 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) If, at any time as of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, or (c) the USD Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]. (e) 2.6.5 Prepayments pursuant to this Section 2.7 2.6 shall be applied as follows: (a) in the case of prepayments made by the Company or a Domestic Subsidiary Borrower, first to prepay Floating Rate Loans and second to prepay Eurodollar Loans then outstanding in such order as the Company or such Borrower may direct and (b) in the case of prepayments made by a Borrower of Multicurrency Loans, to prepay Multicurrency Loans made to such Borrower in such order as the Company or such Borrower may direct, provided that all prepayments on any Loans to a Borrower shall be applied pro rata to the Loans owing by such Borrower. (f) 2.6.6 All amounts prepaid prepaid, other than prepayment of the Term Loans, may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement. All prepayments of the Term Loans will be applied to the maturities thereof in inverse order.

Optional and Mandatory Principal Payments on All Loans. (a) 2.5.1 The Company may at any time and from time to time prepay Floating Rate Loans, in whole or in part, without penalty or premium, upon at least one Business Day's irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayment of Floating Rate Loans shall be in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. 2.5.2 The Company may at any time and from time to time prepay, without premium or penalty but upon payment of any amount payable pursuant to Section 3.4, its Revolving Credit Advances Eurodollar Loans in whole or in part, upon at least three Business Days’ ' irrevocable notice to the Administrative Agent specifying the date (which shall be at the end of the applicable Eurodollar Interest Period) and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial payments prepayment of Revolving Credit Advances Eurodollar Loans shall be in an a minimum aggregate amount such that the USD Amount of the principal of a Revolving Credit Loan will be reduced by $1,000,000 10,000,000 or any integral multiple of $500,000 principal amount 1,000,000 in excess thereof thereof. 2.5.3 On the date of receipt by the Company of the cash proceeds (orany such proceeds, if such prepayment relates to a Loan denominated in a Foreign Currencynet of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, such comparable including reasonable legal fees and convenient amount thereof as expenses, being "Net Securities Proceeds") from the Agent may from time to time specify). Prepayment incurrence of any Alternate Currency Loan Indebtedness by the Company or any of its Subsidiaries or the issuance of any debt or equity securities of the Company after the Closing Date (other than proceeds from the incurrence of Excluded Indebtedness or from Excluded Equity Issuances), the Company shall prepay the Loans and/or the Commitments shall be subject permanently reduced in an aggregate amount equal to such Net Securities Proceeds, until all Obligations have been paid in full. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this Section 2.5.3, the Company shall deliver to the provisions Administrative Agent an Officer's Certificate demonstrating the calculation of the amount of the applicable Alternate Currency AddendumNet Securities Proceeds that gave rise to such prepayment and/or reduction. In the event that the Company shall subsequently determine that the actual Net Securities Proceeds amount was greater than the amount set forth in such Officer's Certificate, the Company shall promptly make an additional prepayment of the Loans in an amount equal to the amount of such excess, and the Company shall concurrently therewith deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the additional Net Securities Proceeds amount resulting in such excess. (b) 2.5.4 Each prepayment and conversion pursuant to this Section 2.7 2.5 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) If, at any time as of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, or (c) the USD Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]. (e) Prepayments 2.5.5 Mandatory prepayments pursuant to this Section 2.7 2.5 shall be applied first to prepay Floating Rate Loans made and second to such Borrower prepay Eurodollar Loans then outstanding in such order as the Company may direct. (f) All amounts prepaid may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement.

Optional and Mandatory Principal Payments on All Loans. (a) The Company 2.6.1 Each Borrower may at any time and from time to time prepay Floating Rate Loans, in whole or in part, without penalty or premium, upon at least one Business Day's irrevocable notice to the Agent, specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayment of Floating Rate Loans shall be in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof. 2.6.2 Each Borrower may at any time and from time to time prepay, without premium or penalty (but upon together with payment of any amount payable pursuant to Section 3.4), its Revolving Credit Advances Eurodollar Loans and its Multicurrency Loans in whole or in part, upon at least three Business Days’ ' irrevocable notice to the Agent specifying the date and amount of prepayment. Partial payments of Revolving Credit Advances Eurodollar Loans shall be in an a minimum aggregate amount such that the USD Amount of the principal of a Revolving Credit Loan will be reduced by $1,000,000 5,000,000 or any integral multiple of $500,000 1,000,000 in excess thereof. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount in the relevant Available Foreign Currency of 5,000,000 units or any integral multiple of 1,000,000 units in excess thereof (orthereof, if or such prepayment relates lesser principal amount as may equal the outstanding Multicurrency Loans or such lesser amount as may be agreed to a Loan denominated in a Foreign Currency, such comparable and convenient amount thereof as by the Agent may from time to time specify). Prepayment of any Alternate Currency Loan shall be subject to the provisions of the applicable Alternate Currency AddendumAgent. (bi) If the Aggregate Euro Revolving Credit Outstandings exceed the Aggregate Euro Revolving Credit Commitments at any time the Foreign Subsidiary Borrowers shall promptly prepay the Aggregate Euro Revolving Credit Outstandings in the amount of such excess and (ii) if the Aggregate U.S. Revolving Credit Outstandings exceed the Aggregate U.S. Revolving Credit Commitments at any time the Company shall promptly prepay the Aggregate U.S. Revolving Credit Outstandings in the amount of such excess. 2.6.4 Each prepayment and conversion pursuant to this Section 2.6 and each conversion (other than a conversion of a Floating Rate Loan to a Fixed Rate Loan) pursuant to Section 2.7 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) If, at any time as of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, or (c) the USD Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]. (e) 2.6.5 Prepayments pursuant to this Section 2.7 2.6 shall be applied as follows: (a) in the case of prepayments made by the Company or a Domestic Subsidiary Borrower, first to prepay Floating Rate Loans and second to prepay Eurodollar Loans then outstanding in such order as the Company or such Borrower may direct and (b) in the case of prepayments made by a Borrower of Multicurrency Loans, to prepay Multicurrency Loans made to such Borrower in such order as the Company or such Borrower may direct, provided that all prepayments on any Loans to a Borrower shall be applied pro rata to the Loans owing by such Borrower. (f) 2.6.6 All amounts prepaid prepaid, other than prepayment of the Term Loans, may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement. All prepayments of the Term Loans will be applied to the maturities thereof in inverse order.

Optional and Mandatory Principal Payments on All Loans. (a) The Company 2.6.1 Each Borrower may at any time and from time to time prepay Floating Rate Loans, in whole or in part, without penalty or premium, upon at least one Business Day’s irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayment of Floating Rate Loans shall be in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof. 2.6.2 Each Borrower may at any time and from time to time prepay, without premium or penalty (but upon together with payment of any amount payable pursuant to Section 3.43.3), its Revolving Credit Advances Eurocurrency Loans in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Partial payments prepayments of Revolving Credit Advances Eurocurrency Loans shall be in an aggregate principal amount such that in the USD Amount relevant Agreed Currency of the principal of a Revolving Credit Loan will be reduced by $1,000,000 5,000,000 units or any integral multiple of $500,000 1,000,000 units in excess thereof, or such lesser principal amount as may equal the outstanding Eurocurrency Loans or such lesser amount as may be agreed to by the Administrative Agent. 2.6.3 If the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments at any time the applicable Borrowers shall promptly prepay the Aggregate Revolving Credit Outstandings or cash collateralize Facility Letters of Credit in the amount of such excess; provided that it is understood that this Section 2.6.3 shall not require any Foreign Subsidiary Borrower to prepay or cash collateralize amounts in excess thereof (or, if such prepayment relates to a Loan denominated in a Foreign Currency, such comparable and convenient amount thereof as the Agent may from time to time specify). Prepayment of any Alternate Currency Loan shall be subject to the provisions of the its then applicable Alternate Currency AddendumAggregate Revolving Credit Outstandings. (b) 2.6.4 Each prepayment and conversion pursuant to this Section 2.6 and each conversion (other than a conversion of a Floating Rate Loan to a Eurocurrency Loan) pursuant to Section 2.7 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) If, at any time as of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, or (c) the USD Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]. (e) 2.6.5 Prepayments pursuant to this Section 2.7 2.6 shall be applied as follows: (a) in the case of prepayments of U.S. Dollar Loans, first to prepay Floating Rate Loans and second to prepay Eurocurrency Loans then outstanding in such order as the Company or such Borrower may direct and (b) in the case of prepayments of Foreign Currency Loans, to prepay Foreign Currency Loans made to such Borrower in such order as the Company or such Borrower may direct, provided that all prepayments on any Loans to a Borrower shall be applied pro rata to the Loans owing by such Borrower. (f) 2.6.6 All amounts Revolving Credit Loans prepaid may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement. 2.6.7 All prepayments of the Term A Loans shall be applied to reduce the scheduled repayments of the Term A Loans on a pro rata basis. 2.6.8 Notwithstanding anything in Section 2.6.1 or 2.6.2, if a notice of prepayment is given under Section 2.6.1 or 2.6.2 in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.4 or the anticipated funding of Term A Loans or Incremental Term Loans, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.4 or such Term A Loans or Incremental Term Loans are not funded as anticipated, as applicable.

Optional and Mandatory Principal Payments on All Loans. (a) The Company 2.6.1 Each Borrower may at any time and from time to time prepay Floating Rate Loans, in whole or in part, without penalty or premium, upon at least one Business Day's irrevocable notice to the Agent, specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayment of Floating Rate Loans shall be in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof. 2.6.2 Each Borrower may at any time and from time to time prepay, without premium or penalty (but upon together with payment of any amount payable pursuant to Section 3.4), its Revolving Credit Advances Eurodollar Loans and its Multicurrency Loans in whole or in part, upon at least three Business Days’ ' irrevocable notice to the Agent specifying the date and amount of prepayment. Partial payments of Revolving Credit Advances Eurodollar Loans shall be in an a minimum aggregate amount such that the USD Amount of the principal of a Revolving Credit Loan will be reduced by $1,000,000 5,000,000 or any integral multiple of $500,000 1,000,000 in excess thereof. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount in the relevant Available Foreign Currency of 5,000,000 units or any integral multiple of 1,000,000 units in excess thereof (orthereof, if or such prepayment relates lesser principal amount as may equal the outstanding Multicurrency Loans or such lesser amount as may be agreed to a Loan denominated in a Foreign Currency, such comparable and convenient amount thereof as by the Agent may from time to time specify). Prepayment of any Alternate Currency Loan shall be subject to the provisions of the applicable Alternate Currency AddendumAgent. (bi) If the Aggregate Euro Revolving Credit Outstandings exceed the Aggregate Euro Revolving Credit Commitments at any time the Company and the Foreign Subsidiary Borrowers shall promptly prepay the Aggregate Euro Revolving Credit Outstandings or cash collateralize Facility Letters of Credit in the amount of such excess and (ii) if the Aggregate U.S. Revolving Credit Outstandings exceed the Aggregate U.S. Revolving Credit Commitments at any time the Company shall promptly prepay the Aggregate U.S. Revolving Credit Outstandings or cash collateralize Facility Letters of Credit in the amount of such excess. 2.6.4 Each prepayment and conversion pursuant to this Section 2.6 and each conversion (other than a conversion of a Floating Rate Loan to a Fixed Rate Loan) pursuant to Section 2.7 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (c) If, at any time as of any date of determination, either (a) the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments, (b) the Aggregate Outstanding Revolving Credit Exposure of all Lenders exceed the Aggregate Revolving Credit Commitments, or (c) the USD Equivalent of the aggregate outstanding principal amount of Alternate Currency Advances in any Alternate Currency exceeds the Aggregate Alternate Currency Commitments for such Alternate Currency, then the Borrowers shall immediately prepay the Advances in an amount at least equal to such excess. (d) [Intentionally Reserved]. (e) 2.6.5 Prepayments pursuant to this Section 2.7 2.6 shall be applied as follows: (a) in the case of prepayments made by the Company or a Domestic Subsidiary Borrower, first to prepay Floating Rate Loans and second to prepay Eurodollar Loans then outstanding in such order as the Company or such Borrower may direct and (b) in the case of prepayments made by a Borrower of Multicurrency Loans, to prepay Multicurrency Loans made to such Borrower in such order as the Company or such Borrower may direct, provided that all prepayments on any Loans to a Borrower shall be applied pro rata to the Loans owing by such Borrower. (f) 2.6.6 All amounts prepaid may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement.