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

Optional Prepayment of Loans; Reimbursement of Lenders. (a) Subject to the provisions of Section 2.08(b), the Borrowers shall have the right at any time and from time to time to prepay without premium or penalty (and, in the case of Revolving Loans, without a reduction in the Commitments) outstanding Loans in whole or in part, (x) with respect to LIBOR Loans, upon at least one Business Day’s prior written, telex or facsimile notice to the Administrative Agent, prior to 12:00 noon, and (y) with respect to Base Rate Loans, on the same Business Day as such notice is furnished to the Administrative Agent, prior to 12:00 noon, subject in each case to the following limitations: (i) Subject to Section 2.09, all optional prepayments in respect of Revolving Loans or Swingline Loans shall be paid to the Administrative Agent for application (except as otherwise directed by the applicable Borrower), first, to the prepayment of outstanding Swingline Loans, second, to the prepayment of other outstanding Tranche A Loans (other than Swingline Loans) ratably in accordance with each Tranche A Lender’s Tranche A Commitment Percentage, third, to the prepayment of other outstanding Tranche A-1 Loans ratably in accordance with each Tranche A-1 Lender’s Tranche A-1 Commitment Percentage, and fourth, if a Specified Default then exists or if the Termination Date has occurred, to the funding of a cash collateral deposit in the Cash Collateral Account in an amount equal to 101.5% of all Letter of Credit Outstandings; (ii) Subject to the foregoing, outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid (except as otherwise directed by the Lead Borrower). Each partial prepayment of LIBOR Loans shall be in an integral multiple of $500,000 (but in no event less than $2,500,000). No partial prepayment of a Borrowing of LIBOR Loans shall result in the aggregate principal amount of the LIBOR Loans remaining outstanding pursuant to such Borrowing being less than $2,500,000 (unless all such outstanding LIBOR Loans are being prepaid in full); and (iii) Each notice of prepayment shall specify the prepayment date, the principal amount and Class and Type of the Loans to be prepaid and, in the case of LIBOR Loans, the Borrowing or Borrowings pursuant to which such Loans were made. Each notice of prepayment shall be revocable, provided that, within five Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail, the Borrowers shall reimburse the Lenders for all Breakage Costs associated with the revocation of any notice of prepayment. The Administrative Agent shall, promptly after receiving notice from the Lead Borrower 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. (b) Notwithstanding the provisions of Section 2.08(a) which generally permit voluntary prepayments of the Loans, except as provided in Section 2.09, only if all Tranche A Loans are repaid in full may the Borrowers prepay amounts owed with respect to the Tranche A-1 Loans, provided, that any such prepayment shall not reduce or terminate the Tranche A-1 Commitments. In addition, the Borrowers shall also repay the Tranche A-1 Loans as required (i) under Section 2.09 hereof and (ii) upon any reduction or termination of the Tranche A-1 Commitments in accordance with the provisions of Section 2.07(b) hereof.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) Subject to the provisions of Section 2.08(b), the Borrowers shall have the right at any time and from time to time to prepay without premium or penalty (and, in the case of Revolving Loans, without a reduction in the Commitments) outstanding Loans in whole or in part, (x) with respect to LIBOR Loans, upon at least one Business Day’s prior written, telex or facsimile notice to the Administrative Agent, prior to 12:00 noon, and (y) with respect to Base Rate Loans, on the same Business Day as such notice is furnished to the Administrative Agent, prior to 12:00 noon, subject in each case to the following limitations: (i) Subject to Section 2.09, all optional prepayments (A) in respect of Revolving Loans or Swingline Loans shall be paid to the Administrative Agent for application (except as otherwise directed by the applicable Borrower), first, to the prepayment of outstanding Swingline Loans, second, to the prepayment of other outstanding Tranche A Loans (other than Swingline Loans) ratably in accordance with each Tranche A Lender’s Tranche A Commitment Percentage, third, to the prepayment of other outstanding Tranche A-1 Loans ratably in accordance with each Tranche A-1 Lender’s Tranche A-1 Commitment Percentage, Percentage and fourth, if a Specified Default then exists or if the Termination Date has occurred, to the funding of a cash collateral deposit in the Cash Collateral Account in an amount equal to 101.5% of all Letter of Credit OutstandingsOutstandings and (B) no voluntary prepayment of the LOTL Loans shall be permitted, unless, at the time such prepayment is to be made and after giving Pro Forma Effect thereto, the LOTL Prepayment Conditions are satisfied; (ii) Subject to the foregoing, outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid (except as otherwise directed by the Lead Borrower). Each partial prepayment of LIBOR Loans shall be in an integral multiple of $500,000 (but in no event less than $2,500,000). No partial prepayment of a Borrowing of LIBOR Loans shall result in the aggregate principal amount of the LIBOR Loans remaining outstanding pursuant to such Borrowing being less than $2,500,000 (unless all such outstanding LIBOR Loans are being prepaid in full); and (iii) Each notice of prepayment shall specify the prepayment date, the principal amount and Class and Type of the Loans to be prepaid and, in the case of LIBOR Loans, the Borrowing or Borrowings pursuant to which such Loans were made. Each notice of prepayment shall be revocable, provided that, within five Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail, the Borrowers shall reimburse the Lenders for all Breakage Costs associated with the revocation of any notice of prepayment. The Administrative Agent shall, promptly after receiving notice from the Lead Borrower 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. (b) Notwithstanding the provisions of Section 2.08(a) which generally permit voluntary prepayments of the Loans, except as provided in Section 2.09, only if all Tranche A Loans are repaid in full may the Borrowers prepay amounts owed with respect to the Tranche A-1 Loans, provided, that any such prepayment shall not reduce or terminate the Tranche A-1 Commitments. In addition, the Borrowers shall also repay the Tranche A-1 Loans as required (i) under Section 2.09 hereof and (ii) upon any reduction or termination of the Tranche A-1 Commitments in accordance with the provisions of Section 2.07(b) hereof.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) Subject to the provisions of Section 2.08(b), the Borrowers shall have the right at any time and from time to time to prepay without premium or penalty (and, in the case of Revolving Loans, without a reduction in the Commitments) outstanding Loans in whole or in part, (x) with respect to LIBOR LIBORSOFR Loans, upon at least one Business Day’s prior written, telex or facsimile notice to the Administrative Agent, prior to 12:00 noon, and (y) with respect to Base Rate Loans, on the same Business Day as such notice is furnished to the Administrative Agent, prior to 12:00 noon, subject in each case to the following limitations: (i) Subject to Section 2.09, all optional prepayments in respect of Revolving Loans or Swingline Loans shall be paid to the Administrative Agent for application (except as otherwise directed by the applicable Borrower), first, to the prepayment of outstanding Swingline Loans, second, to the prepayment of other outstanding Tranche A Loans (other than Swingline Loans) ratably in accordance with each Tranche A Lender’s Tranche A Commitment Percentage, third, to the prepayment of other outstanding Tranche A-1 Loans ratably in accordance with each Tranche A-1 Lender’s Tranche A-1 Commitment Percentage, and fourth, if a Specified Default then exists or if the Termination Date has occurred, to the funding of a cash collateral deposit in the Cash Collateral Account in an amount equal to 101.5% of all Letter of Credit Outstandings; (ii) Subject to the foregoing, outstanding Base Rate Loans shall be prepaid before outstanding LIBOR LIBORSOFR Loans are prepaid (except as otherwise directed by the Lead Borrower). Each partial prepayment of LIBOR LIBORSOFR Loans shall be in an integral multiple of $500,000 (but in no event less than $2,500,000). No partial prepayment of a Borrowing of LIBOR LIBORSOFR Loans shall result in the aggregate principal amount of the LIBOR LIBORSOFR Loans remaining outstanding pursuant to such Borrowing being less than $2,500,000 (unless all such outstanding LIBOR LIBORSOFR Loans are being prepaid in full); and (iii) Each notice of prepayment shall specify the prepayment date, the principal amount and Class and Type of the Loans to be prepaid and, in the case of LIBOR LIBORSOFR Loans, the Borrowing or Borrowings pursuant to which such Loans were made. Each notice of prepayment shall be revocable, provided that, within five Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs CostsFunding Losses in reasonable detail, the Borrowers shall reimburse the Lenders for all Breakage Costs CostsFunding Losses associated with the revocation of any notice of prepayment. The Administrative Agent shall, promptly after receiving notice from the Lead Borrower 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. (b) Notwithstanding the provisions of Section 2.08(a) which generally permit voluntary prepayments of the Loans, except as provided in Section 2.09, only if all Tranche A Loans are repaid in full may the Borrowers prepay amounts owed with respect to the Tranche A-1 Loans, provided, that any such prepayment shall not reduce or terminate the Tranche A-1 Commitments. In addition, the Borrowers shall also repay the Tranche A-1 Loans as required (i) under Section 2.09 hereof and (ii) upon any reduction or termination of the Tranche A-1 Commitments in accordance with the provisions of Section 2.07(b) hereof.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) Subject to the provisions of Section 2.08(b), the The Borrowers shall have the right at any time and from time to time to prepay without premium or penalty (and, in the case but subject to payment of Revolving Loans, Breakage Costs as provided herein) (without a reduction in the Total Commitments) outstanding Loans in whole or in part, (x) with respect to LIBOR LIBO Loans, upon at least one two Business Day’s Days’ prior written, telex or facsimile notice to the Administrative Agent, prior to 12:00 noon1:00 p.m., and (y) with respect to Base Prime Rate Loans, on the same Business Day as such notice is furnished to the Administrative Agent, prior to 12:00 noon1:00 p.m., subject in each case to the following limitations: (i) Subject to Section 2.09SECTION 2.17, all optional prepayments in respect of Revolving Loans any Class or Swingline Classes of Loans shall be paid to the Administrative Agent for application (except as otherwise directed by the applicable Borrower), first, to the prepayment of outstanding Swingline Loans, second, to the prepayment of other outstanding Tranche A Loans (other than Swingline Loans) ratably in accordance with each Tranche A Lender’s Tranche A Commitment Percentage, third, Percentage with respect to the prepayment of other outstanding Tranche A-1 Loans ratably in accordance with each Tranche A-1 Lender’s Tranche A-1 Commitment Percentagesuch Class, and fourththird, if a Specified Default then exists or if the Termination Date has occurredexists, to the funding of a cash collateral deposit in the Cash Collateral Account in an amount equal to 101.5% Collateralizing of all Letter of Credit Outstandings; (ii) Subject to the foregoing, outstanding Base Prime Rate Loans of the Borrowers shall be prepaid before outstanding LIBOR LIBO Loans of the Borrowers are prepaid (except as otherwise directed by the Lead Borrower). Each partial prepayment of LIBOR LIBO Loans shall be in an integral multiple a minimum amount of $500,000 (but 1,000,000 and in no event less than $2,500,000)integral multiples thereof. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.16 prior to the last day of an Interest Period applicable thereto, unless the Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. No partial prepayment of a Borrowing of LIBOR LIBO Loans shall result in the aggregate principal amount of the LIBOR LIBO Loans remaining outstanding pursuant to such Borrowing being less than $2,500,000 1,000,000 (unless all such outstanding LIBOR LIBO Loans are being prepaid in full); and; (iii) Each notice of prepayment shall specify the prepayment date, the principal amount and Class amount, Class(es) and Type of the Loans to be prepaid and, in the case of LIBOR LIBO Loans, the Borrowing or Borrowings pursuant to which such Loans were made. Each notice of prepayment shall be revocable, provided that, within five Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail, the Borrowers shall reimburse the Lenders for all Breakage Costs associated with the revocation of any notice of prepayment. The Administrative Agent shall, promptly after receiving notice from the Lead Borrower 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; and (iv) Each prepayment in respect of any Loans pursuant to this SECTION 2.16(a) shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to SECTION 2.15, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. (b) Notwithstanding The Borrowers shall reimburse each Lender as set forth below for any loss incurred or to be incurred by the provisions of Section 2.08(a) which generally permit voluntary prepayments Lenders in the reemployment of the Loans, except as provided in Section 2.09, only if all Tranche A Loans are repaid in full may the Borrowers prepay amounts owed with respect to the Tranche A-1 Loans, provided, that any such prepayment shall not reduce or terminate the Tranche A-1 Commitments. In addition, the Borrowers shall also repay the Tranche A-1 Loans as required funds (i) resulting from any prepayment (for any reason whatsoever, including, without limitation, conversion to Prime Rate Loans or acceleration by virtue of, and after, the occurrence and during the continuance of an Event of Default) of any LIBO Loan required or permitted under Section 2.09 hereof and (ii) upon any reduction or termination this Agreement, if such Revolving Loan is prepaid prior to the last day of the Tranche A-1 Commitments Interest Period for such Revolving Loan (including, without limitation, on account of any replacement of a Lender pursuant to SECTION 2.24 or otherwise in accordance with the provisions terms of Section 2.07(bthis Agreement), or (ii) hereofin the event that after the Lead Borrower delivers a notice of borrowing under SECTION 2.04 in respect of LIBO Loans, such Revolving 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 or the delivery of any notice pursuant to SECTION 2.09, SECTION 2.10 or SECTION 2.11, or (iii) in the event that after a Borrower delivers a notice of commitment reduction under SECTION 2.15 or a notice of prepayment under SECTION 2.16 in respect of LIBO Loans, such commitment reduction or such prepayment is not made on the day specified in such notice of reduction or prepayment. Such loss shall be the amount (herein, collectively, “Breakage Costs”) 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, not prepaid or not borrowed at a rate of interest equal to the Adjusted LIBO Rate for such Revolving Loan (but specifically excluding any Applicable Margin), for the period from the date of such payment or failure to borrow or failure to prepay to the last day, (x) in the case of a payment or refinancing of a LIBO Loan with Prime Rate Loans prior to the last day of the Interest Period for such Revolving Loan or the failure to prepay a LIBO Loan, of the then current Interest Period for such Revolving Loan, or (y) in the case of such failure to borrow, of the Interest Period for such LIBO 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. Any Lender demanding reimbursement for such loss shall deliver to the Lead Borrower from time to time one or more certificates setting forth the amount of such loss as determined by such Lender and setting forth in reasonable detail the manner in which such amount was determined and such amounts shall be due within 10 Business Days after the receipt of such notice. (c) Whenever any partial prepayment of Revolving Loans is to be applied to LIBO Loans, such LIBO Loans shall be prepaid in the chronological order of their Interest Payment Dates or as the Lead Borrower may otherwise designate in writing.

Optional Prepayment of Loans; Reimbursement of Lenders. (a) Subject to the provisions of Section 2.08(b), the The Borrowers shall have the right at any time and from time to time to prepay without premium or penalty (and, in the case but subject to payment of Revolving Loans, Breakage Costs as provided herein) (without a reduction in the Total Commitments) outstanding Loans in whole or in part, (x) with respect to LIBOR LIBO Loans, upon at least one two Business Day’s Days’ prior written, telex or facsimile notice to the Administrative Agent, prior to 12:00 noon1:00 p.m., and (y) with respect to Base Prime Rate Loans, on the same Business Day as such notice is furnished to the Administrative Agent, prior to 12:00 noon1:00 p.m., subject in each case to the following limitations: (i) Subject to Section 2.09SECTION 2.17, all optional prepayments in respect of Revolving Loans any Class or Swingline Classes of Loans shall be paid to the Administrative Agent for application (except as otherwise directed by the applicable Borrower), first, to the prepayment of outstanding Swingline Loans, second, to the prepayment of other outstanding Tranche A Loans (other than Swingline Loans) ratably in accordance with each Tranche A Lender’s Tranche A Commitment Percentage, third, Percentage with respect to the prepayment of other outstanding Tranche A-1 Loans ratably in accordance with each Tranche A-1 Lender’s Tranche A-1 Commitment Percentagesuch Class, and fourththird, if a Specified Default then exists or if the Termination Date has occurredexists, to the funding of a cash collateral deposit in the Cash Collateral Account in an amount equal to 101.5% Collateralizing of all Letter of Credit Outstandings; (ii) Subject to the foregoing, outstanding Base Prime Rate Loans of the Borrowers shall be prepaid before outstanding LIBOR LIBO Loans of the Borrowers are prepaid (except as otherwise directed by the Lead Borrower). Each partial prepayment of LIBOR LIBO Loans shall be in an integral multiple a minimum amount of $500,000 (but 1,000,000 and in no event less than $2,500,000)integral multiples thereof. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.16 prior to the last day of an Interest Period applicable thereto, unless the Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. No partial prepayment of a Borrowing of LIBOR LIBO Loans shall result in the aggregate principal amount of the LIBOR LIBO Loans remaining outstanding pursuant to such Borrowing being less than $2,500,000 1,000,000 (unless all such outstanding LIBOR LIBO Loans are being prepaid in full); and; (iii) Each notice of prepayment shall specify the prepayment date, the principal amount and Class amount, Class(es) and Type of the Loans to be prepaid and, in the case of LIBOR LIBO Loans, the Borrowing or Borrowings pursuant to which such Loans were made. Each notice of prepayment shall be revocable, provided that, within five Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail, the Borrowers shall reimburse the Lenders for all Breakage Costs associated with the revocation of any notice of prepayment. The Administrative Agent shall, promptly after receiving notice from the Lead Borrower hereunder, notify each applicable Lender of the principal amount and Type of the (iv) Each prepayment in respect of any Loans pursuant to this SECTION 2.16(a) shall be applied pro rata to the Class or Classes of Loans held by as are outstanding at the time of such Lender prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to SECTION 2.15, in which are case such prepayment may be directed to be prepaid, the prepayment date and the manner Class of application of the prepaymentCommitments being terminated at such time. (b) Notwithstanding The Borrowers shall reimburse each Lender as set forth below for any loss incurred or to be incurred by the provisions of Section 2.08(a) which generally permit voluntary prepayments Lenders in the reemployment of the Loans, except as provided in Section 2.09, only if all Tranche A Loans are repaid in full may the Borrowers prepay amounts owed with respect to the Tranche A-1 Loans, provided, that any such prepayment shall not reduce or terminate the Tranche A-1 Commitments. In addition, the Borrowers shall also repay the Tranche A-1 Loans as required funds (i) resulting from any prepayment (for any reason whatsoever, including, without limitation, conversion to Prime Rate Loans or acceleration by virtue of, and after, the occurrence and during the continuance of an Event of Default) of any LIBO Loan required or permitted under Section 2.09 hereof and (ii) upon any reduction or termination this Agreement, if such Revolving Loan is prepaid prior to the last day of the Tranche A-1 Commitments Interest Period for such Revolving Loan (including, without limitation, on account of any replacement of a Lender pursuant to SECTION 2.24 or otherwise in accordance with the provisions terms of Section 2.07(bthis Agreement), or (ii) hereofin the event that after the Lead Borrower delivers a notice of borrowing under SECTION 2.04 in respect of LIBO Loans, such Revolving 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 or the delivery of any notice pursuant to SECTION 2.09, SECTION 2.10 or SECTION 2.11, or (iii) in the event that after a Borrower delivers a notice of commitment reduction under SECTION 2.15 or a notice of prepayment under SECTION 2.16 in respect of LIBO Loans, such commitment reduction or such prepayment is not made on the day specified in such notice of reduction or prepayment. Such loss shall be the amount (herein, collectively, “Breakage Costs”) 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, not prepaid or not borrowed at a rate of interest equal to the Adjusted LIBO Rate for such Revolving Loan (but specifically excluding any Applicable Margin), for the period from the date of such payment or failure to borrow or failure to prepay to the last day, (x) in the case of a payment or refinancing of a LIBO Loan with Prime Rate Loans prior to the last day of the Interest Period for such Revolving Loan or the failure to prepay a LIBO Loan, of the then current Interest Period for such Revolving Loan, or (y) in the case of such failure to borrow, of the Interest Period for such LIBO 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. Any Lender demanding reimbursement for such loss shall deliver to the Lead Borrower from time to time one or more certificates setting forth the amount of such loss as determined by such Lender and setting forth in reasonable detail the manner in which such amount was determined and such amounts shall be due within 10 Business Days after the receipt of such notice. (c) Whenever any partial prepayment of Revolving Loans is to be applied to LIBO Loans, such LIBO Loans shall be prepaid in the chronological order of their Interest Payment Dates or as the Lead Borrower may otherwise designate in writing.