Common use of Optional Prepayment of Term Loan Clause in Contracts

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers (at their option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Rate at any time, and may prepay all or any portion of the outstanding principal of any Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers Borrower (at their its option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy facsimile or by telephone (confirmed by wire or telecopyfacsimile), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the such Term Loan due thereunder in the inverse order of their maturities to all such principal payments on a pro rata basis as follows: first to that portion of the such Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the such Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the such Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the applicable Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, the Borrowers (at their option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any the Term Loan bearing interest at the Eurodollar-based Rate RateTerm SOFR upon one (1) Business Day’s notice (which notice may state that such notice is conditioned upon the effectiveness of other transactions) to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty and any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate RateTerm SOFR shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1. (b) Each partial prepayment of the a Term Loan shall be applied first to all installments the next principal installment that is due under such Term Loan (in the order due) and then the balance shall be applied to the principal payments of the such Term Loan due thereunder in the inverse order of their maturities on a pro rata basis to all such principal payments as follows: first to that portion of the such Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the such Term Loan outstanding as Eurodollar-based basedTerm SOFR Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the such Term Loan being carried at the Eurodollar-based RateRateTerm SOFR. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the applicable Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, the Borrowers (at their option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any the Term Loan bearing interest at the Eurodollar-based Rate Term SOFR upon one (1) Business Day’s notice (which notice may state that such notice is conditioned upon the effectiveness of other transactions) to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty and any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate Term SOFR shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1. (b) Each partial prepayment of the a Term Loan shall be applied first to all installments the next principal installment that is due under such Term Loan (in the order due) and then the balance shall be applied to the principal payments of the such Term Loan due thereunder in the inverse order of their maturities on a pro rata basis to all such principal payments as follows: first to that portion of the such Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the such Term Loan outstanding as Eurodollar-based Term SOFR Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the such Term Loan being carried at the Eurodollar-based RateTerm SOFR. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the applicable Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers Borrower (at their its option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty penalty, except to the extent set forth in Section 4.7(d) below and any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1 and Section 4.7(d) below. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereofthis Section 4.10, the Borrowers (at their option), may prepay all or any portion of the outstanding principal of any a Term Loan Advance bearing interest at the Prime-based Rate at any time, and may prepay all or any portion of the outstanding principal of any a Term Loan bearing interest at the EurodollarEurocurrency-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy telecopy, telex or by telephone (confirmed by wire wire, telecopy or telecopytelex), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Prime-based Rate shall be without premium or penalty and any penalty. Any other prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty. (b) Each partial prepayment of the Term Loan shall be applied to all installments the principal payments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Advance, second to that portion of the Term Loan outstanding as EurodollarEurocurrency-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the EurodollarEurocurrency-based Rate. (c) . All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the Term Loan Lenders applicable Banks in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers Borrower (at their its option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Rate at any time, and may prepay all or any portion of the outstanding principal of any Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy facsimile or by telephone (confirmed by wire or telecopyfacsimile), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the such Term Loan due thereunder in the inverse order of their maturities to all such principal payments on a pro rata basis as follows: first to that portion of the such Term Loan outstanding as a Prime-based Advance, second to that portion of the such Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the such Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the applicable Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers the Borrower (at their its option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any the Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1. (b) Each partial prepayment of the Term Loan shall be applied pro rata to all remaining installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, the Borrowers (at their option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty penalty, and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder hereunder on a pro rata basis to remaining maturities (until all Indebtedness under the Term Loan is paid in the inverse order of their maturities full) to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers the Borrower (at their its option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any the Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the applicable Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, the Borrowers (at their option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any the Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice (which notice may state that such notice is conditioned upon the effectiveness of other transactions) to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty and any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1. (b) Each partial prepayment of the a Term Loan shall be applied first to all installments the next principal installment that is due under such Term Loan (in the order due) and then the balance shall be applied to the principal payments of the such Term Loan due thereunder in the inverse order of their maturities on a pro rata basis to all such principal payments as follows: first to that portion of the such Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the such Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the such Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the applicable Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers Borrower (at their its option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty penalty, except to the extent set forth in Section 4.7(d) below and any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1 and Section 4.7(d) below. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the Term Loan Lenders in accordance with their respective Term Loan Percentages. (d) Each payment (whether optional or mandatory) of the Term Loan shall be accompanied by a prepayment premium equal to the Applicable Prepayment Premium Percentage multiplied by the amount of such prepayment.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers Company (at their its option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Rate at any time, and may prepay all or any portion of the outstanding principal of any Term Loan bearing interest at the EurodollarEurocurrency-based Rate upon one three (13) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the EurodollarEurocurrency-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments on a pro rata basis as follows: first to that portion of the Term Loan outstanding as a Prime-based Advance, second to that portion of the Term Loan outstanding as EurodollarEurocurrency-based Advances which have EurodollarEurocurrency-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the EurodollarEurocurrency-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the applicable Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers the Borrower (at their its option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any the Term Loan bearing interest at the [Eurodollar-based based]BSBY Rate upon one [one]five (1[1]5 ) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the [Eurodollar-based based]BSBY Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the Term Loan outstanding as [Eurodollar-based based]BSBY Rate Advances which have Eurodollar-Interest [Eurodollar-]Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the [Eurodollar-based based]BSBY Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the applicable Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, the US Borrowers (at their option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based US Base Rate at any time, and may prepay all or any portion of the outstanding principal of any the Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s Days’ notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based US Base Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based US Base Rate Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, the US Borrowers (at their option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based US Base Rate at any time, and may prepay all or any portion of the outstanding principal of any the Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based US Base Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based US Base Rate Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof), Borrowers Borrower (at their its option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s Days’ notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty penalty, except to the extent set forth in Section 4.7(d) below and any prepayment of a portion of the a Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1 and Section 4.7(d) below. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan Advances being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers the Borrower (at their its option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any the Term Loan bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 11.1. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the applicable Term Loan Lenders in accordance with their respective Term Loan Percentages.

Optional Prepayment of Term Loan. (a) Subject to clause (b) hereof, Borrowers (at their option), may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Prime-based Base Rate at any time, and may prepay all or any portion of the outstanding principal of any Term Loan Advance bearing interest at the Eurodollar-based Rate upon one (1) Business Day’s notice to the Agent by wire, telecopy or by telephone (confirmed by wire or telecopy), with accrued interest on the principal being prepaid to the date of such prepayment. Any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Prime-based Base Rate shall be without premium or penalty and any prepayment of a portion of the Term Loan as to which the Applicable Interest Rate is the Eurodollar-based Rate shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty, except to the extent set forth in Section 12.1. (b) Each partial prepayment of the Term Loan shall be applied to all installments of the Term Loan due thereunder in the inverse order of their maturities to all such principal payments as follows: first to that portion of the Term Loan outstanding as a Prime-based Base Rate Advance, second to that portion of the Term Loan outstanding as Eurodollar-based Advances which have Eurodollar-Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurodollar-based Rate. (c) All prepayments of the Term Loan shall be made to the Agent for distribution ratably to the Term Loan Lenders in accordance with their respective Term Loan Percentages.