Common use of Optional Prepayment of Loans; Reimbursement of Lenders Clause in Contracts

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowings without penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans or Canadian Prime Rate Loans, upon prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noon, New York City time on the date of such prepayment; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing to be prepaid and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, to prepay such Loan by the amount and on the date stated therein. The Applicable Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject to Section 2.15(d), such prepayments shall be applied ratably to the Loans included in the prepaid Borrowing.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowings Loans without penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ ' prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans or Canadian Prime Rate Loans, upon at least one (1) Business Day's prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noon, New York City time on the date of such prepayment; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a2.14(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b2.14(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$5,000,000. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing Loans to be prepaid and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the U.S. Parent Borrower or Canadian a Subsidiary Borrower, as the case may be, to prepay such Loan by the amount and on the date stated therein. The Applicable Administrative Agent shall, promptly after receiving notice from the U.S. Parent Borrower or Canadian a Subsidiary Borrower, as the case may be, hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject to Section 2.15(d), such prepayments shall be applied ratably to the Loans included in the prepaid Borrowing.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers Subject to following proviso, the Borrower shall have the right at any time and from time to time to prepay any Borrowings Loans without premium or penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part; provided, that any such prepayment of Tranche C Term Loans made prior to the Non-Call Expiration Date shall be accompanied by the Applicable Premium. All such prepayments shall be made (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans or Canadian Prime Rate Loans, upon prior writtentelex, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Administrative Agent and (and y) with respect to ABR Loans on the same Business Day if written, telex, facsimile or telephonic (confirmed promptly in writing) notice is received by the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noonprior to 1:00 p.m., New York City time on the date of such prepaymenttime; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a2.17(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b2.17(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$5,000,000. Each notice of prepayment shall specify the prepayment date, the principal amount amount, Class and Type of the Borrowing Loans to be prepaid prepaid, and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, to prepay such Loan Loans by the amount and on the date stated therein. The Applicable Administrative Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, hereunder, notify each applicable Lender of the relevant Class of the principal amount of the Loans held by such Lender which are to be prepaid, prepaid and the prepayment date and the manner of application date. Any partial prepayment of the prepayment. Subject Term Loans by the Borrower pursuant to this Section 2.15(d), such prepayments 2.17 shall be applied ratably to reduce the then remaining principal repayment installments of the Term Loans included in the prepaid Borrowingforward order of maturity.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowings Loans without premium or penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans or Canadian Prime Rate Loans, upon prior writtentelex, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Administrative Agent and (and y) with respect to ABR Loans on the same Business Day if written, telex, facsimile or telephonic (confirmed promptly in writing) notice is received by the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noonprior to 1:00 p.m., New York City time on the date of such prepaymenttime; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$5,000,000. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing Loans to be prepaid and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers to prepay such Loan Loans by the amount and on the date stated therein. The Applicable Administrative Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject to Section 2.15(d), such prepayments shall be applied ratably to the Loans included in the prepaid Borrowing.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers Subject to following proviso, the Borrower shall have the right at any time and from time to time to prepay any Borrowings Loans without premium or penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part; provided, that any such prepayment of Term Loans made in connection with a Repricing Transaction prior to the date that is twelve months following the 2014 Amendment Effective Date shall be accompanied by a prepayment fee (the “Prepayment Fee”) of 1% of the aggregate principal amount of Term Loans so prepaid (including any mandatory assignment in connection therewith). All such prepayments shall be made (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans or Canadian Prime Rate Loans, upon prior writtentelex, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent and (y) with respect to ABR Loans on the same Business Day if written, telex, facsimile or telephonic (confirmed promptly in writing) notice is received by the Applicable Administrative Agent is not the Applicable Agent) received no later than 12:00 Noonprior to 1:00 p.m., New York City time time, on the date of such prepaymentBusiness Day; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a2.17(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b2.17(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$5,000,000. Each notice of prepayment (X) shall specify the prepayment date, the principal amount amount, Class and Type of the Borrowing Loans to be prepaid prepaid, and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable made and (Y) shall commit the U.S. Borrower or Canadian Borrower, as the case may be, to prepay such Loan Loans by the amount and on the date stated therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of another credit facility, the consummation of an Asset Sale, the closing of a securities offering or similar transaction, the receipt of any insurance or other proceeds or funds in connection with a Recovery Event, or the occurrence or non-occurrence of any similar event specified in such notice, in which case such notice may be revoked by the Borrower (by written notice to the Applicable Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. The Applicable Administrative Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, hereunder, notify each applicable Lender of the relevant Class of the principal amount of the Loans held by such Lender which are to be prepaid, prepaid and the prepayment date and the manner of application date. Any partial prepayment of the prepayment. Subject Term Loans by the Borrower pursuant to this Section 2.15(d), such prepayments 2.17 shall be applied ratably to reduce the then remaining principal repayment installments of the Term Loans included in the prepaid Borrowingforward order of maturity.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowings Loans without premium or penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans or Canadian Prime Rate Loans, upon prior on the same Business Day if written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and is received by the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noonprior to 1:00 p.m., New York City time on the date of such prepaymenttime; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b), ) and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$5,000,000. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing Loans to be prepaid and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers to prepay such Loan Loans by the amount and on the date stated therein. The Applicable Administrative Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject to Section 2.15(d), such prepayments shall be applied ratably to the Loans included in the prepaid Borrowing.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowings without penalty (except for any breakage costs associated with Eurodollar outstanding Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Eurocurrency Loans, upon at least three two (32) Business Days’ prior written, telex or facsimile (or telephonic (confirmed promptly in writingother electronic transmission) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) prior to 11:00 a.m., New York City time, and (y) with respect to a Borrowing of ABR Loans or Canadian Prime Base Rate Loans, upon prior on the same Business Day if written, telex or facsimile (or telephonic (confirmed promptly in writingother electronic transmission) notice is received by the Agent prior to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noon1:00 p.m., New York City time on time, subject to the date of such prepayment; provided, however, that following limitations: (i) each such partial prepayment Subject to Section 2.18, all prepayments shall be paid to the Agent for application, first, to the prepayment of outstanding Swingline Loans, and second, to the prepayment of other outstanding Loans ratably in integral multiples of US$1,000,000 or C$1,000,000, as applicable, or the entire amount of such Borrowing, accordance with each Lender’s Commitment Percentage. (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Subject to the foregoing, outstanding Base Rate Loans shall be permitted pursuant to this Section 2.15(a) prepaid before outstanding Eurocurrency Loans are prepaid. Each partial prepayment of Eurocurrency Loans shall be in an integral multiple of $1,000,000. If any prepayment of Eurocurrency Loans is made other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by thereto, the payment of Borrowers shall reimburse the amounts described in clause Lenders for all “Breakage Costs” (ias defined below) of the first sentence of Section 2.15(b), and (iii) no associated therewith. No partial prepayment of a Borrowing of Eurodollar Eurocurrency Loans or Discount Rate Loans pursuant to this Section 2.22 shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Eurocurrency Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$10,000,000 (unless all such outstanding Eurocurrency Loans are being prepaid in full). (iii) Each notice of prepayment shall specify the prepayment date, the principal amount and Type of the Borrowing Loans to be prepaid and and, in the case of a Borrowing of Eurodollar Eurocurrency Loans, the Borrowing or Borrowings pursuant to which such Loans were made, . Each notice of prepayment shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers to prepay such Loan by the amount and on the date stated therein. The Applicable Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers hereunder, notify each applicable Lender of the principal amount and Type of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject (b) The Borrowers shall reimburse each Lender on demand for any loss incurred or to Section 2.15(d), such prepayments shall be applied ratably to the Loans included incurred by it in the reemployment of the funds released (i) resulting from any prepayment (for any reason whatsoever, including, without limitation, conversion to Base Rate Loans or acceleration by virtue of, and after, the occurrence of an Event of Default) of any Eurocurrency Loan required or permitted under this Agreement, if such Loan is prepaid Borrowing.other than on the last day of the Interest Period for such Loan or (ii) in the event that after the Parent Borrower 74

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowings Loans without penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans or Canadian Prime Rate Loans, upon prior writtentelex, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Administrative Agent and (and y) with respect to ABR Loans on the same Business Day if written, telex, facsimile or telephonic (confirmed promptly in writing) notice is received by the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noonprior to 1:00 p.m., New York City time on time, and thereafter upon at least one Business Day’s prior written, telex, facsimile or telephonic (confirmed promptly in writing) notice to the date of such prepaymentAdministrative Agent; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a2.14(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b2.14(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$5,000,000. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing Loans to be prepaid and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers to prepay such Loan by the amount and on the date stated therein. The Applicable Administrative Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject to Section 2.15(d), such prepayments shall be applied ratably to the Loans included in the prepaid Borrowing.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowings without penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) three Business Days’ ' prior written, written or facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Paying Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans on the same Business Day if written or Canadian Prime Rate Loans, upon facsimile notice is received by the Paying Agent prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noonnoon, New York City time on time, and thereafter upon at least one (1) Business Day's prior written or facsimile notice to the date of such prepaymentPaying Agent; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a2.14(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b2.14(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 $10,000,000; provided, further, that any optional prepayment of the Tranche B Loan shall be made on a basis that is pro rata with, the Tranche A Loans (upon any such prepayment, the Total Tranche A Commitments shall be automatically and permanently reduced in an amount equal to such Tranche A Loan prepayment) and the loans outstanding under the Bank One DIP (in accordance with the terms thereof), prorata in accordance with the Combined DIP Commitment Percentages of the Tranche A Lenders, the Tranche B Lenders and the Bank One DIP Lenders, it being understood that the Borrower may voluntarily prepay the Tranche A Loans from time to time without permanently reducing the Tranche A Commitments or C$1,000,000, as applicableprepaying the Tranche B Loan or the loans outstanding under the Bank One DIP. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing Loans to be prepaid and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which prepayment is to be made, shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, to prepay such Loan by the amount and on the date stated therein. The Applicable Paying Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject to Section 2.15(d), such prepayments shall be applied ratably to the Loans included in the prepaid Borrowing.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowings without penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ ' prior written, telex, facsimile or telephonic (confirmed promptly in writing) notice from the Parent, on behalf of the Borrowers, to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Index Rate Loans or Canadian Prime Rate Loanson the same Business Day if written, upon prior writtentelex, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and is received by the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noonprior to 1:00 p.m., New York City time on the date of such prepaymenttime; provided, however, that (i) each such -------- ------- partial prepayment shall be in integral multiples of US$1,000,000 or C$$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a------- 2.14(a) other than on the last day of an Interest Period or Contract Period applicable thereto ------- unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b2.14(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$$1,000,000, as applicable. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing Loans to be prepaid and and, in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers to prepay such Loan by the amount and on the date stated therein. The Applicable Administrative Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian BorrowerParent, as on behalf of the case may be, Borrowers hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject to Section 2.15(d), such prepayments shall be applied ratably to the Loans included in the prepaid Borrowing.

Optional Prepayment of Loans; Reimbursement of Lenders. 83 (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowings without penalty (except for any breakage costs associated with Eurodollar outstanding Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Eurocurrency Loans, upon at least three two (32) Business Days’ prior written, telex or facsimile (or telephonic (confirmed promptly in writingother electronic transmission) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) prior to 11:00 a.m., New York City time, and (y) with respect to a Borrowing of ABR Loans or Canadian Prime Base Rate Loans, upon prior on the same Business Day if written, telex or facsimile (or telephonic (confirmed promptly in writingother electronic transmission) notice is received by the Agent prior to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noon1:00 p.m., New York City time on time, subject to the date of such prepayment; provided, however, that following limitations: (i) each such partial prepayment Subject to Section 2.18, all prepayments shall be paid to the Agent for application, first, to the prepayment of outstanding Swingline Loans, and second, to the prepayment of other outstanding Loans ratably in integral multiples of US$1,000,000 or C$1,000,000, as applicable, or the entire amount of such Borrowing, accordance with each Lender’s Commitment Percentage. (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Subject to the foregoing, outstanding Base Rate Loans shall be permitted pursuant to this Section 2.15(a) prepaid before outstanding Eurocurrency Loans are prepaid. Each partial prepayment of Eurocurrency Loans shall be in an integral multiple of $1,000,000. If any prepayment of Eurocurrency Loans is made other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by thereto, the payment of Borrowers shall reimburse the amounts described in clause Lenders for all “Breakage Costs” (ias defined below) of the first sentence of Section 2.15(b), and (iii) no associated therewith. No partial prepayment of a Borrowing of Eurodollar Eurocurrency Loans or Discount Rate Loans pursuant to this Section 2.22 shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Eurocurrency Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$10,000,000 (unless all such outstanding Eurocurrency Loans are being prepaid in full). (iii) Each notice of prepayment shall specify the prepayment date, the principal amount and Type of the Borrowing Loans to be prepaid and and, in the case of a Borrowing of Eurodollar Eurocurrency Loans, the Borrowing or Borrowings pursuant to which such Loans were made, . Each notice of prepayment shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers to prepay such Loan by the amount and on the date stated therein. The Applicable Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers hereunder, notify each applicable Lender of the principal amount and Type of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject (b) The Borrowers shall reimburse each Lender on demand for any loss incurred or to be incurred by it in the reemployment of the funds released (i) resulting from any prepayment (for any reason whatsoever, including, without limitation, conversion to Base Rate Loans or acceleration by virtue of, and after, the occurrence of an Event of Default) of any Eurocurrency Loan required or permitted under this Agreement, if such Loan is prepaid other than on the last day of the Interest Period for such Loan or (ii) in the event that after the Parent Borrower delivers a notice of borrowing under Section 2.15(d)2.03 in respect of Eurocurrency Loans, such prepayments Loans are not borrowed on the first day of the Interest Period specified in such notice of borrowing for any reason. Such loss shall be applied ratably the amount as reasonably determined by such Lender as the excess, if any, of (A) the amount of interest which would have accrued to such Lender on the amount so paid or not borrowed at a rate of interest equal to the Loans included Adjusted LIBO Rate for such Loan, for the period from the date of such payment or failure to borrow to the last day (x) in the prepaid Borrowing.case of a payment or refinancing of a Eurocurrency Loan other than on the last day of the Interest Period for such Loan, of the then current Interest Period for such Loan or (y) in the case of such failure to borrow, of the Interest Period for such Eurocurrency Loan which would have commenced on the date of such failure to borrow, over (B) the amount of interest which would have accrued to such

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowings without penalty Loans (except for any breakage costs associated other than, with Eurodollar Loans the exceptions of prepayments of the Tranche C Loan required pursuant to Section 6.18 and Discount Rate Loansprepayments of the entire Tranche C Loan permitted by Section 2.14(f), the Tranche C Loan), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) three Business Days’ ' prior written, written or facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Paying Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans on the same Business Day if written or Canadian Prime Rate Loans, upon facsimile notice is received by the Paying Agent prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noonnoon, New York City time on time, and thereafter upon at least one (1) Business Day's prior written or facsimile notice to the date of such prepaymentPaying Agent; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a2.14(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b2.14(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 $10,000,000; provided, further, that any optional prepayment of the Tranche B Loan shall be made on a basis that is pro rata with[,] the Tranche A Loans (upon any such prepayment, the Total Tranche A Commitments shall be automatically and permanently reduced in an amount equal to such Tranche A Loan prepayment), it being understood that the Borrower may voluntarily prepay the Tranche A Loans from time to time without permanently reducing the Tranche A Commitments or C$1,000,000, as applicableprepaying the Tranche B Loan or Tranche C Loan. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing Loans to be prepaid and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which prepayment is to be made, shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, to prepay such Loan by the amount and on the date stated therein. The Applicable Paying Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject The Borrower shall reimburse each Lender, promptly upon written demand therefor together with backup documentation reasonably supporting such reimbursement request, for any loss incurred or to be incurred by it in the reemployment of the funds released (i) resulting from any prepayment (for any reason whatsoever, including, without limitation, by acceleration, or by refinancing with ABR Loans) of any Eurodollar Loan required or permitted under this Agreement, if such Loan is prepaid other than on the last day of the Interest Period for such Loan (including, without limitation, any such prepayment in connection with the syndication of the credit facility evidenced by this Agreement) or (ii) in the event that after the Borrower delivers a notice of borrowing under Section 2.06 in respect of Eurodollar Loans, such Loans are not made on the first day of the Interest Period specified in such notice of borrowing for any reason other than a breach by such Lender of its obligations hereunder. Such loss shall be the amount as reasonably determined by such Lender as the excess, if any, of (A) the amount of interest which would have accrued to such Lender on the amount so paid or not borrowed at a rate of interest equal to the Adjusted LIBOR Rate for such Loan, for the period from the date of such payment or failure to borrow to the last day (x) in the case of a payment or refinancing with ABR Loans other than on the last day of the Interest Period for such Loan, of the then current Interest Period for such Loan, or (y) in the case of such failure to borrow, of the Interest Period for such Loan which would have commenced on the date of such failure to borrow, over (B) the amount of interest which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. Upon request, each Lender shall deliver to the Borrower from time to time one or more certificates setting forth the amount of such loss as determined by such Lender, which certificate shall be conclusive as to the matters stated therein. In the event the Borrower fails to prepay any Loan on the date specified in any prepayment notice delivered pursuant to Section 2.15(d2.14(a), the Borrower promptly upon written demand by any Lender shall pay to the Paying Agent for the account of such prepayments Lender any amounts required to compensate such Lender for any loss incurred by such Lender as a result of such failure to prepay, including, without limitation, any loss, cost or expenses incurred by reason of the acquisition of deposits or other funds by such Lender to fulfill deposit obligations incurred in anticipation of such prepayment, but without duplication of any amounts paid under Section 2.14(b). Each Lender shall deliver to the Borrower from time to time one or more certificates setting forth the amount of such loss as determined by such Lender. Any partial prepayment of the Loans by the Borrower pursuant to Sections 2.13 or 2.14 shall be applied ratably as specified by the Borrower or, in the absence of such specification, as provided for in Section 8.02(b), provided, that in the latter case no Eurodollar Loans shall be prepaid pursuant to Section 2.13 to the extent that such Loan has an Interest Period ending after the required date of prepayment unless and until all outstanding ABR Loans included and Eurodollar Loans with Interest Periods ending on such date have been repaid in full. The obligations of the prepaid BorrowingBorrower and the Guarantors under this Section shall survive the termination of this Agreement and/or the payment of the Loans. The Borrower may prepay the entire Tranche C Loan at any time upon at least five (5) Business Days' prior written or facsimile notice to the Tranche C Agent and the Paying Agent. Upon such prepayment of the Tranche C Loans, (i) the Tranche C Lenders hereby authorize and direct the Tranche C Collateral Agent to release the Liens it holds on the Tranche C Priority Collateral and the remainder of the Collateral and (ii) the Tranche A Lenders and the Tranche B Lenders hereby authorize and direct the Collateral Agent to release the junior Liens it holds on the Tranche C Priority Collateral.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowings Loans without penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans or Canadian Prime Rate Loans, upon at least one (1) Business Day’s prior written, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noon, New York City time on the date of such prepayment; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$$1,000,000, as applicable, or the entire amount of such Borrowing, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a2.14(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b2.14(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$5,000,000. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing Loans to be prepaid and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the U.S. Parent Borrower or Canadian a Subsidiary Borrower, as the case may be, to prepay such Loan by the amount and on the date stated therein. The Applicable Administrative Agent shall, promptly after receiving notice from the U.S. Parent Borrower or Canadian a Subsidiary Borrower, as the case may be, hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject to Section 2.15(d)If no Event of Default is then in existence, such prepayments shall be applied ratably pro rata among the Total Commitment. If an Event of Default has occurred and is continuing, such prepayment shall be applied as follows: first, to repay the then outstanding Loans included in that constitute Tranche A Usage; and second, to repay the prepaid Borrowingthen outstanding Loans that constitute Tranche B Usage.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowings without penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ ' prior written, telex, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans on the same Business Day if written, telex, facsimile or Canadian Prime Rate Loanstelephonic (confirmed promptly in writing) notice is received by the Administrative Agent prior to 1:00 p.m., New York City time, and thereafter upon at least one Business Day's prior written, telex, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noon, New York City time on the date of such prepayment; provided, however, that (i) each such partial prepayment shall be in a minimum amount of $5,000,000 or integral multiples of US$1,000,000 or C$1,000,000, as applicable, or the entire amount of such Borrowing$5,000,000 in excess thereof, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a2.14(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b2.14(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to 126 such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$5,000,000. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing Loans to be prepaid and in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers to prepay such Loan by the amount and on the date stated therein. The Applicable Administrative Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, Borrowers hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject to Section 2.15(d), such prepayments shall be applied ratably to the Loans included in the prepaid Borrowing.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) The Borrowers Notwithstanding the daily application of collected amounts against outstanding Loans as provided for in Section 2.12(d) above, the Borrower shall have the right at any time and from time to time to prepay any Borrowings Loans without penalty (except for any breakage costs associated with Eurodollar Loans and Discount Rate Loans), in whole or in part, (x) with respect to a Borrowing of Eurodollar Loans or Discount Rate Loans, upon at least three (3) Business Days’ ' prior written, telex, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) and (y) with respect to a Borrowing of ABR Loans on the same Business Day if written, telex, facsimile or Canadian Prime Rate Loanstelephonic (confirmed promptly in writing) notice is received by the Administrative Agent prior to 12:00 noon, New York City time, and thereafter upon at least one (1) Business Day's prior written, telex, facsimile or telephonic (confirmed promptly in writing) notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) received no later than 12:00 Noon, New York City time on the date of such prepayment; provided, however, that (i) each such partial prepayment shall be in integral multiples of US$1,000,000 or C$1,000,000, as applicable, or the entire amount of such Borrowing$100,000, (ii) no prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall be permitted pursuant to this Section 2.15(a2.13(a) other than on the last day of an Interest Period or Contract Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.15(b2.13(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans or Discount Rate Loans shall result in the aggregate principal amount of the Eurodollar Loans or Discount Rate Loans remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, as applicable$5,000,000. Each notice of prepayment shall specify the prepayment date, the principal amount of the Borrowing Loans to be prepaid and and, in the case of a Borrowing of Eurodollar Loans, the Borrowing or Borrowings pursuant to which such Loans were made, shall be irrevocable and shall commit the U.S. Borrower or Canadian Borrower, as the case may be, to prepay such Loan by the amount and on the date stated therein. The Applicable Administrative Agent shall, promptly after receiving notice from the U.S. Borrower or Canadian Borrower, as the case may be, hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment. Subject to Section 2.15(d), such prepayments shall be applied ratably to the Loans included in the prepaid Borrowing.