Common use of Optional Prepayments and Conversions or Continuations of Loans Clause in Contracts

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, Borrower shall have the right to prepay Loans (without premium or penalty), or to convert Loans of one Type into Loans of another Type or to continue Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower shall give Administrative Agent notice of each such prepayment, conversion or continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than on the last day of an Interest Period therefor, Borrower shall at such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XI, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and, at the request of the Required Lenders, shall), upon written notice to Borrower, have the right to suspend the right of Borrower to convert any Loan into a LIBOR Loan, or to continue any Loan as a LIBOR Loan, in which event all Loans shall be converted (on the last day(s) of the respective Interest Periods therefor) or continued, as the case may be, as ABR Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.4 hereof, Borrower the Company shall have the right to prepay Loans (without premium or penalty), or to convert Convert Loans of one Type into Loans of another Type (within the same Facility) or to continue Continue Loans of one Type as Loans of the same TypeType (within the same Facility), at any time or from time to time. Borrower , PROVIDED that: (a) the Company shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 4.5 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower may make and (b) any such notice conditional upon the occurrence prepayment or Conversion of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted on any day other than on the last day of an Interest Period therefor, Borrower for such Loans shall at such time pay all expenses and costs required by be subject to the payment of any compensation payable pursuant to Section 5.055.5 hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISection 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of Borrower the Company to convert Convert any Loan into a LIBOR Loan, or to continue make or Continue any Loan as a LIBOR Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedmade or Continued, as the case may be, as ABR Prime Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.4 hereof, Borrower the Company shall have the right to prepay Loans (without premium or penalty), or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower , PROVIDED that: (a) the Company shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 4.5 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower may make and (b) any such notice conditional upon the occurrence prepayment or Conversion of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted on any day other than on the last day of an Interest Period therefor, Borrower for such Loans shall at such time pay all expenses and costs required by be subject to the payment of any compensation payable pursuant to Section 5.055.5 hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISection 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of Borrower the Company to convert Convert any Loan into a LIBOR Loan, or to continue make or Continue any Loan as a LIBOR Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedmade or Continued, as the case may be, as ABR Prime Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04Sections 4.04 and 5.05 hereof, any Borrower shall have the right to prepay Loans (without premium or penalty)Syndicated Loans, or to convert Convert Syndicated Loans of one Type into Syndicated Loans of another Type or to continue Continue Syndicated Loans of one Type as Syndicated Loans of the same Type, at any time or from time to time. , provided that the relevant Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than on the last day of an Interest Period therefor, Any Borrower shall at have the right to prepay any Money Market Loan held by any Bank only with the consent of such time pay all expenses and costs required by Section 5.05Bank. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Article XISection 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Banks shall), upon written notice to Borrower, have the right to ) suspend the right of any Borrower to convert Convert any Loan into a LIBOR Fixed Rate Loan, or to continue Continue any Loan as a LIBOR Fixed Rate Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedContinued, as the case may be, as ABR Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.04 hereof, Borrower the Company shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower , PROVIDED that: (a) the Company shall give Administrative the Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower and (b) Eurodollar Loans may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than Converted only on the last day of an Interest Period therefor, Borrower shall at for such time pay all expenses and costs required by Section 5.05Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Article XISection 10 hereof, in the event that any Event of Default shall have occurred and be continuing, Administrative the Agent may (and, and at the request of the Required Lenders, Majority Banks shall), upon written ) by notice to Borrower, have the right to Company suspend the right of Borrower the Company to convert Convert any Loan into a LIBOR Eurodollar Loan, or to continue Continue any Loan as a LIBOR Eurodollar Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedContinued, as the case may be, as ABR Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, Borrower shall have the right to prepay Loans (without premium or penalty), or to convert Loans of one Type into Loans of another Type or to continue Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower shall give Administrative Agent notice of each such prepayment, conversion or continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than on the last day of an Interest Period therefor, Borrower shall at such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XI, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and, at the request of the Required Lenders, shall), upon written notice to Borrower, have the right to suspend the right of Borrower to convert any Loan into a LIBOR Loan, or to continue any Loan as a LIBOR Loan, in which event all Loans shall be converted (on the last day(s) of the respective Interest Periods therefor) or continued, as the case may be, as ABR Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, Borrower shall have the right to prepay Loans (without premium or penalty), or to convert Loans of one Type into Loans of another Type or to continue Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower shall give Administrative Agent notice of each such prepayment, conversion or continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR SOFR Loans are prepaid or converted other than on the last day of an Interest Period therefor, Borrower shall at such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XI, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and, at the request of the Required Lenders, shall), upon written notice to Borrower, have the right to suspend the right of Borrower to convert any Loan into a LIBOR SOFR Loan, or to continue any Loan as a LIBOR SOFR Loan, in which event all Loans shall be converted (on the last day(s) of the respective Interest Periods therefor) or continued, as the case may be, as ABR Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.04 hereof, Borrower the Company shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Revolving Credit Loans of one Type into Revolving Credit Loans of another Type or to continue Continue Revolving Credit Loans of one Type as Revolving Credit Loans of the same Type, at any time or from time to time. Borrower , provided that the Company shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the prepayment date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than on the last day of an Interest Period therefor, Borrower shall at such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISection 10 hereof, Exhibit 10.1 in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of Borrower the Company to convert borrow any Revolving Credit Loan as a Eurodollar Loan, to Convert any Revolving Credit Loan into a LIBOR Loan, Eurodollar Loan or to continue Continue any Revolving Credit Loan as a LIBOR Eurodollar Loan, in which event all Eurodollar Loans then outstanding shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continued, as the case may be, as ABR into Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04Sections 4.04 and 5 hereof, each Borrower shall have the right to prepay Loans (without premium or penalty)Syndicated Loans, or to convert Convert Syndicated Loans of one Type into Syndicated Loans of another Type or to continue Continue Syndicated Loans of one Type as Syndicated Loans of the same Type, at any time or from time to time. , provided that such Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice No Money Market Loan may be prepaid without the prior consent of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than on the last day of an Interest Period therefor, Borrower shall at Bank holding such time pay all expenses and costs required by Section 5.05Loan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Article XISection 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Banks shall), upon written notice to Borrower, have the right to ) suspend the right of any Borrower to convert Convert any Loan Five-Year Credit Agreement into a LIBOR Fixed Rate Loan, or to continue Continue any Loan as a LIBOR Fixed Rate Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedContinued, as the case may be, as ABR Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, the Borrower shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. , provided that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower (b) Eurodollar Loans may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than Converted only on the last day of an Interest Period thereforfor such Loans unless the Borrower complies with the provisions of Section 5.05; and (c) any Conversion into or Continuation of Eurodollar Loans shall be subject to the proviso set forth at the end of Section 2.01. There shall be no prepayment penalty for Base Rate Loans, Borrower shall at such time pay all expenses and costs required by Section no prepayment penalty for Eurodollar Loans except as provided in Sections 2.09(b) and 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISection 10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of the Borrower to convert Convert any Loan into a LIBOR Eurodollar Loan, or to continue Continue any Loan as a LIBOR Eurodollar Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) into, or continuedContinued as, as the case may be, as ABR Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, Borrower shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. time to be applied as specified by Borrower; PROVIDED, HOWEVER, that: (a) Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If (b) LIBOR Loans are may be prepaid or converted other than Converted only on the last day of an Interest Period therefor, Borrower for such Loans; and (c) prepayments of the Term Loans pursuant to this Section 2.09 shall at such time pay all expenses and costs required by Section 5.05be applied PRO RATA among the remaining Amortization Payments based upon the remaining unpaid amounts thereof. Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT J. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISection 10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of Borrower to convert Convert any Loan into a LIBOR Loan, or to continue Continue any Loan as a LIBOR Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedContinued, as the case may be, as ABR Alternate Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.04 hereof, Borrower the Company shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Revolving Credit Loans and Term Loans of one Type into Loans of another Type or to continue Continue Revolving Credit Loans and Term Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower , provided that: (a) the Company shall give Administrative the Agent (or, in the case of the Swingline Loans, the Swingline Lender) notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower (b) Eurodollar Loans may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than Converted only on the last day of an Interest Period therefor, Borrower shall at for such time pay all expenses and costs required Loans; (c) prepayments by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies Company of the Lenders under Article XI, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and, at the request of the Required Lenders, shall), upon written notice to Borrower, have the right to suspend the right of Borrower to convert any Loan into a LIBOR Loan, or to continue any Loan as a LIBOR Loan, in which event all Term Loans shall be converted applied pro rata to the Tranche A Term Loans and the Tranche B Term Loans; (on d) prepayments by the last day(sCompany of any Class of Term Loans shall be applied to the remaining installments of such Term Loans pro rata; (e) of if any Swingline Loan is outstanding, the respective Interest Periods therefor) Revolving Credit Loans may not be prepaid or continued, as the case may be, as ABR Loans.converted; and

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, the Borrower shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. time and in each case without premium or penalty, provided that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower (b) Eurodollar Loans may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than Converted only on the last day of an Interest Period therefor, Borrower for such Loans; (c) prepayments of the Term Loans shall at such time pay all expenses be applied to the installments of the Term Loans in the inverse order of their maturities; and costs required by (d) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions of Section 5.052.01(c). Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISection 10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of the Borrower to convert Convert any Loan into a LIBOR Eurodollar Loan, or to continue Continue any Loan as a LIBOR Eurodollar Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) into, or continuedContinued as, as the case may be, as ABR Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.04 hereof, the Borrower shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. , provided that: (a) the Borrower shall give the Administrative Agent notice of -------- each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower (b) Eurodollar Loans may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than Converted only on the last day of an Interest Period thereforfor such Loans; (c) prepayments of the Term Loans shall be applied ratably to the Tranche A Term Loans and the Tranche B Term Loans and, Borrower in the case of each such Class, to the installments of the Term Loans in direct order of their scheduled maturities; and (d) any Conversion or Continuation of Eurodollar Loans shall at such time pay all expenses and costs required by be subject to the provisions of Section 5.052.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISection 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of the Borrower to convert Convert any Loan into a LIBOR Eurodollar Loan, or to continue Continue any Loan as a LIBOR Eurodollar Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedContinued, as the case may be, as ABR Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, the Borrower shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. time and in each case without premium or penalty, provided that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower (b) Eurodollar Loans may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than Converted only on the last day of an Interest Period therefor, Borrower for such Loans; (c) prepayments of the Term Loans shall at such time pay all expenses be applied to the installments of the Term Loans in the inverse order of their maturities; and costs required by (d) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions of Section 5.052.01(c). Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISection 10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of the Borrower to convert Convert any Loan into a LIBOR Eurodollar Loan, or to continue Continue any Loan Credit Agreement ---------------- as a LIBOR Eurodollar Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) into, or continuedContinued as, as the case may be, as ABR Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.04 hereof, the Borrower shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. , provided that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower and (b) Credit Agreement Eurodollar Loans may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than Converted only on the last day of an Interest Period therefor, Borrower shall at for such time pay all expenses and costs required by Section 5.05Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISection 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of the Borrower to convert Convert any Loan into a LIBOR Eurodollar Loan, or to continue Continue any Loan as a LIBOR Eurodollar Loan, in which event all Eurodollar Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continued, as the case may be, as ABR into Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.04 hereof, Borrower the Borrowers shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower , provided that: -------- (a) the Borrowers shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; ); (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that Borrower may make the Borrowers shall pay any amounts owing under -------- Section 5.05 hereof in the event of any such notice conditional upon the occurrence of a Person’s acquisition prepayment or sale or Conversion on any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted date other than on the last day of an Interest Period therefor, Borrower shall at for such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies Loans; (c) prepayments of the Lenders under Article XI, in the event that any Event Class of Default shall have occurred and be continuing, Administrative Agent may (and, at the request of the Required Lenders, shall), upon written notice to Borrower, have the right to suspend the right of Borrower to convert any Loan into a LIBOR Loan, Term Loans or to continue any Loan as a LIBOR Loan, in which event all Incremental Facility Loans shall be converted (on applied to the last day(s) remaining installments of such Loans ratably in accordance with the respective Interest Periods thereforprincipal amounts thereof; and (d) any Conversion or continued, as Continuation of Eurodollar Loans shall be subject to the case may be, as ABR Loans.provisions of Section 2.01(f) hereof. Credit Agreement ----------------

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.04 hereof, the Borrower shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. , PROVIDED that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower (b) Eurodollar Loans may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than Converted only on the last day of an Interest Period thereforfor such Loans; (c) prepayments of the Term Loans shall be applied ratably to the Tranche A Term Loans and the Tranche B Term Loans and, Borrower in the case of each such Class, to the installments of the Term Loans in direct order of their scheduled maturities; and (d) any Conversion or Continuation of Eurodollar Loans shall at such time pay all expenses and costs required by be subject to the provisions of Section 5.052.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISection 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of the Borrower to convert Convert any Loan into a LIBOR Eurodollar Loan, or to continue Continue any Loan as a LIBOR Eurodollar Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedContinued, as the case may be, as ABR Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.4, Borrower shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Continue Loans of one Type as Loans of the same Type, at any time or from time to time. time to be applied as specified by Borrower; provided, however, that: (a) Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 4.5 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If and (b) if LIBOR Loans are prepaid or converted Converted other than on the last day of an Interest Period thereforfor such Loans, Borrower shall at such time pay all expenses and costs required by Section 5.055.5. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit I. Notwithstanding the foregoing, and without limiting the rights and remedies of the Revolving Credit Lenders under Article XISection 10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Revolving Credit Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of Borrower to convert Convert any Loan into a LIBOR Loan, or to continue Continue any Loan as a LIBOR Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedContinued, as the case may be, as ABR Alternate Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04Sections 4.04 and 5.05 hereof, the Borrower shall have the right to prepay Loans (without premium or penalty)Syndicated Loans, or to convert Convert Syndicated Loans of one Type into Syndicated Loans of another Type or to continue Continue Syndicated Loans of one Type as Syndicated Loans of the same Type, at any time or from time to time. , provided that the Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than on the last day of an Interest Period therefor, The Borrower shall at have the right to prepay any Money Market Loan held by any Bank only with the consent of such time pay all expenses and costs required by Section 5.05Bank. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Article XISection 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Banks shall), upon written notice to Borrower, have the right to ) suspend the right of the Borrower to convert Convert any Loan into a LIBOR Fixed Rate Loan, or to continue Continue any Loan as a LIBOR Fixed Rate Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedContinued, as the case may be, as ABR Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, Borrower shall have the right to prepay Loans (without premium or penalty, except as provided in Section 2.09(b)), or to convert Loans of one Type into Loans of another Type or to continue Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower shall give Administrative Agent notice of each such prepayment, conversion or continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than on the last day of an Interest Period therefor, Borrower shall at such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XI, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and, at the request of the Required Lenders, shall), upon written notice to Borrower, have the right to suspend the right of Borrower to convert any Loan into a LIBOR Loan, or to continue any Loan as a LIBOR Loan, in which event all Loans shall be converted (on the last day(s) of the respective Interest Periods therefor) or continued, as the case may be, as ABR Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04Sections 4.04 and 5 hereof, each Borrower shall have the right to prepay Loans (without premium or penalty)Syndicated Loans, or to convert Convert Syndicated Loans of one Type into Syndicated Loans of another Type or to continue Continue Syndicated Loans of one Type as Syndicated Loans of the same Type, at any time or from time to time. , provided that such Borrower shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice No Money Market Loan may be prepaid without the prior consent of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than on the last day of an Interest Period therefor, Borrower shall at Bank holding such time pay all expenses and costs required by Section 5.05Loan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Article XISection 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Banks shall), upon written notice to Borrower, have the right to ) suspend the right of any Borrower to convert Convert any Loan into a LIBOR Fixed Rate Loan, or to continue Continue any Loan as a LIBOR Fixed Rate Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedContinued, as the case may be, as ABR Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.044.04 hereof, each Borrower shall have the right to prepay Loans (without premium or penalty)Loans, or to convert Convert Loans of one Type under one Post-Merger Facility into Loans of another Type under the same Facility or to continue Continue Loans of one Type under one Post-Merger Facility as Loans of the same TypeType under the same Facility, at any time or from time to time. , PROVIDED that: (a) such Borrower shall give the Administrative Agent (or, in the case of Swingline Loans, shall give NatWest) notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make ); (b) any such notice conditional upon the occurrence prepayment or Conversion of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted Eurodollar Loan other than on the last day of an Interest Period therefor, Borrower therefor shall at such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoingbe accompanied by, and without limiting subject to, the rights and remedies payment of any amount payable under Section 5.05 hereof in respect of such prepayment or Conversion; (c) prepayments of Loans under any Post-Merger Term Loan Facility shall be applied FIRST in the direct order of maturity of the Lenders under Article XI, in installments of such Loans falling due within one year from the event that date of prepayment and THEN ratably to the remaining installments of such Loans; and (d) any Event Conversion or Continuation of Default shall have occurred and be continuing, Administrative Agent may (and, at the request of the Required Lenders, shall), upon written notice to Borrower, have the right to suspend the right of Borrower to convert any Loan into a LIBOR Loan, or to continue any Loan as a LIBOR Loan, in which event all Eurodollar Loans shall be converted (on subject to the last day(sprovisions of Section 2.01(f) of the respective Interest Periods therefor) or continued, as the case may be, as ABR Loanshereof.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04SECTION 4.04 hereof, Borrower the Company shall have the right to prepay Loans (without premium or penalty)Revolving Credit Loans, or to convert Convert Loans of one Type into Loans of another Type or to continue Loans of one Type as Loans of the same TypeContinue Eurodollar Loans, at any time or from time to time. Borrower , PROVIDED that the Company shall give the Administrative Agent notice of each such prepayment, conversion Conversion or continuation Continuation as provided in Section SECTION 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than on the last day of an Interest Period therefor, Borrower shall at such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XISECTION 11 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and, and at the request of the Required Lenders, Majority Lenders shall), upon written notice to Borrower, have the right to ) suspend the right of Borrower the Company to convert Convert any Base Rate Loan into a LIBOR Eurodollar Loan, or to continue Continue any Loan as a LIBOR Eurodollar Loan, in which event all Loans shall be converted Converted (on the last day(s) of the respective Interest Periods therefor) or continuedContinued, as the case may be, as ABR Base Rate Loans. (b) Except in conjunction with a payment by a Lessee of the Lease Balance, a Construction Failure Payment or a Leased Property Balance pursuant to the terms of the Lease or the Construction Agency Agreement, the Lessor shall not have the right to prepay Synthetic Lease Loans.