Common use of Optional Prepayments of Loans and Commitment Reductions Clause in Contracts

Optional Prepayments of Loans and Commitment Reductions. (a) The Borrower may, at any time, prepay the Revolving Loans in whole or in part, without penalty or premium. (b) The Borrower may, at any time upon at least two (2) Business Days’ (or one (1) Business Day’s notice in the case of Base Rate Loans, such notice to be delivered by 1:00 p.m. (New York time)) prior written notice by the Borrower to the Administrative Agent, prepay any Class or Classes of Term Loans in whole or in part in an amount greater than or equal to $100,000, in each instance, upon payment of the amounts payable as provided in Section 10.4. Optional partial prepayments of any Class of Term Loan shall be applied in the manner set forth in subsection 1.8(h). Optional partial prepayments of any Class of Term Loan in amounts less than $100,000 shall not be permitted unless such prepayment is of the entire outstanding principal balance of such Class of Term Loans. (c) The Borrower may, at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to Revolver Agent) prior notice by the Borrower to Revolver Agent, permanently reduce the Aggregate Revolving Loan Commitment; provided that (A) such reductions shall be in an amount greater than or equal to $500,000. Other than any reduction in connection with the Eighth Amendment, all reductions of the Aggregate Revolving Loan Commitment shall be allocated pro rata among all Lenders with a Revolving Loan Commitment. If, after giving effect to any permanent reduction of the Aggregate Revolving Loan Commitments, the L/C Sublimit exceeds the amount of the Aggregate Revolving Loan Commitment, such sublimit shall be automatically reduced by the amount of such excess. (d) The notice of any prepayment and any permanent reduction of the Aggregate Revolving Loan Commitment shall not thereafter be revocable by the Borrower (other than any such prepayment or permanent reduction that is intended to occur in connection with a refinancing of all outstanding Loans and the concurrent permanent reduction of all Commitments, including in connection with a transaction resulting in a Change of Control), and the Applicable Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment or reduction, as applicable. The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.7, the Borrower shall pay any amounts required pursuant to Section 1.9(e) and Section 10.4. (e) [Reserved]. (f) [Reserved]. (g) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of voluntary prepayment under this Section 1.7 if such voluntary prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (h) Notwithstanding anything to the contrary contained in this Agreement, during the continuance of any Event of Default, the Borrower may not make any voluntary prepayment of Term Loans under this Section 1.7 unless either (i) the Required Revolving Lenders have consented to such voluntary prepayment or (ii) the Revolving Loans and all other Obligations that are accrued and payable under the Revolving Credit Facility have been repaid in full, the Revolving Loan Commitment has been terminated, and all outstanding Letters of Credit have been terminated (or the L/C Obligations related thereto have been cash collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer).

Optional Prepayments of Loans and Commitment Reductions. (a) The Borrower may, at any time, prepay the Revolving Loans in whole or in part, without penalty or premium. (b) The Borrower may, at any time upon at least two (2) Business Days’ (or one (1) Business Day’s same day notice in the case of Base Rate Loans, such notice to be delivered by 1:00 p.m. (New York time)) prior written notice by the Borrower to the Administrative Agent, prepay any Class or Classes of Term Loans in whole or in part in an amount greater than or equal to $100,000, in each instance, upon payment of the amounts payable as provided in Section 10.4. Optional partial prepayments of any Class of Term Loan shall be applied in the manner set forth in subsection 1.8(h). Optional partial prepayments of any Class of Term Loan in amounts less than $100,000 shall not be permitted unless such prepayment is of the entire outstanding principal balance of such Class of Term Loans. (c) The Borrower may, at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to Revolver Agent) prior notice by the Borrower to Revolver Agent, permanently reduce the Aggregate Revolving Loan Commitment; provided that (A) such reductions shall be in an amount greater than or equal to $500,000. Other than any reduction in connection with the Eighth Amendment, all All reductions of the Aggregate Revolving Loan Commitment shall be allocated pro rata among all Lenders with a Revolving Loan Commitment. If, after giving effect to any permanent reduction of the Aggregate Revolving Loan Commitments, the L/C Sublimit exceeds the amount of the Aggregate Revolving Loan Commitment, such sublimit shall be automatically reduced by the amount of such excess. (d) The notice of any prepayment and any permanent reduction of the Aggregate Revolving Loan Commitment shall not thereafter be revocable by the Borrower (other than any such prepayment or permanent reduction that is intended to occur in connection with a refinancing of all outstanding Loans and the concurrent permanent reduction of all Commitments, including in connection with a transaction resulting in a Change of Control), and the Applicable Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment or reduction, as applicable. The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.7, the Borrower shall pay any amounts required pursuant to Section 1.9(e) and Section 10.4. (e) [Reserved]. (f) [Reserved]. (g) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of voluntary prepayment under this Section 1.7 if such voluntary prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (h) Notwithstanding anything to the contrary contained in this Agreement, during the continuance of any Event of Default, the Borrower may not make any voluntary prepayment of Term Loans under this Section 1.7 unless either (i) the Required Revolving Lenders have consented to such voluntary prepayment or (ii) the Revolving Loans and all other Obligations that are accrued and payable under the Revolving Credit Facility have been repaid in full, the Revolving Loan Commitment has been terminated, and all outstanding Letters of Credit have been terminated (or the L/C Obligations related thereto have been cash collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer).

Optional Prepayments of Loans and Commitment Reductions. (a) The Borrower may, at any time, prepay the Revolving Loans in whole or in part, without penalty or premium. (b) The Borrower may, at any time upon at least two (2) Business Days’ (or one (1) Business Day’s same day notice in the case of Base Rate Loans, such notice to be delivered by 1:00 p.m. (New York time)) prior written notice by the Borrower to the Administrative Agent, prepay any Class or Classes of Term Loans in whole or in part in an amount greater than or equal to $100,000, in each instance, upon payment of the amounts payable as provided in Section 10.4. Optional partial prepayments of any Class of Term Loan shall be applied in the manner set forth in subsection 1.8(h). Optional partial prepayments of any Class of Term Loan in amounts less than $100,000 shall not be permitted unless such prepayment is of the entire outstanding principal balance of such Class of Term Loans. (c) The Borrower may, at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to Revolver Agent) prior notice by the Borrower to Revolver Agent, permanently reduce the Aggregate Revolving Loan Commitment; provided that (A) such reductions shall be in an amount greater than or equal to $500,000. Other than any reduction in connection with the Eighth Amendment, all All reductions of the Aggregate Revolving Loan Commitment shall be allocated pro rata among all Lenders with a Revolving Loan Commitment. If, after giving effect to any permanent reduction of the Aggregate Revolving Loan Commitments, the L/C Sublimit exceeds the amount of the Aggregate Revolving Loan Commitment, such sublimit shall be automatically reduced by the amount of such excess. (d) The notice of any prepayment and any permanent reduction of the Aggregate Revolving Loan Commitment shall not thereafter be revocable by the Borrower (other than any such prepayment or permanent reduction that is intended to occur in connection with a refinancing of all outstanding Loans and the concurrent permanent reduction of all Commitments, including in connection with a transaction resulting in a Change of Control), and the Applicable Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment or reduction, as applicable. The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.7, the Borrower shall pay any amounts required pursuant to Section 1.9(e) and Section 10.4. (e) [Reserved]The Borrower may, at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to the Administrative Agent) prior notice by the Borrower to the Administrative Agent, permanently reduce the aggregate amount of any Class of Delayed Draw Term Loan CommitmentCommitments; provided that such reductions shall be in an amount greater than or equal to $500,000.500,000 unless such reduction is of the entire aggregate amount of such Class of Delayed Draw Term Loan Commitment. All reductions of the Delayed Draw Term Loan Commitment shall be allocated pro rata among all Lenders with a Delayed Draw Term Loan Commitment.any Class of Delayed Draw Term Loan Commitments shall reduce the Delayed Draw Term Commitments of each Lender pro rata based on the applicable Commitment Percentage of the Delayed Draw Term Loan Commitments of such Lender with respect to such Class. (f) [Reserved]. (g) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of voluntary prepayment under this Section 1.7 if such voluntary prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (h) Notwithstanding anything to the contrary contained in this Agreement, during the continuance of any Event of Default, the Borrower may not make any voluntary prepayment of Term Loans under this Section 1.7 unless either (i) the Required Revolving Lenders have consented to such voluntary prepayment or (ii) the Revolving Loans and all other Obligations that are accrued and payable under the Revolving Credit Facility have been repaid in full, the Revolving Loan Commitment has been terminated, and all outstanding Letters of Credit have been terminated (or the L/C Obligations related thereto have been cash collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer).

Optional Prepayments of Loans and Commitment Reductions. (a) The Borrower may, at any time, prepay the Revolving Loans in whole or in part, without penalty or premium. (b) The Borrower may, at any time upon at least two (2) Business Days’ (or one (1) Business Day’s notice in the case of Base Rate Loans, such notice to be delivered by 1:00 p.m. (New York time)) prior written notice by the Borrower to the Administrative Agent, prepay any Class or Classes of Term Loans in whole or in part in an amount greater than or equal to $100,000, in each instance, upon payment of the amounts payable as provided in Section 10.4. Optional partial prepayments of any Class of Term Loan shall be applied in the manner set forth in subsection 1.8(h). Optional partial prepayments of any Class of Term Loan in amounts less than $100,000 shall not be permitted unless such prepayment is of the entire outstanding principal balance of such Class of Term Loans. (c) The Borrower may, at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to Revolver Agent) prior notice by the Borrower to Revolver Agent, permanently reduce the Aggregate Revolving Loan Commitment; provided that (A) such reductions shall be in an amount greater than or equal to $500,000. Other AllOther than any reduction in connection with the Eighth Amendment, all reductions of the Aggregate Revolving Loan Commitment shall be allocated pro rata among all Lenders with a Revolving Loan Commitment. If, after giving effect to any permanent reduction of the Aggregate Revolving Loan Commitments, the L/C Sublimit exceeds the amount of the Aggregate Revolving Loan Commitment, such sublimit shall be automatically reduced by the amount of such excess. (d) The notice of any prepayment and any permanent reduction of the Aggregate Revolving Loan Commitment shall not thereafter be revocable by the Borrower (other than any such prepayment or permanent reduction that is intended to occur in connection with a refinancing of all outstanding Loans and the concurrent permanent reduction of all Commitments, including in connection with a transaction resulting in a Change of Control), and the Applicable Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment or reduction, as applicable. The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.7, the Borrower shall pay any amounts required pursuant to Section 1.9(e) and Section 10.4. (e) [Reserved]. (f) [Reserved]. (g) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of voluntary prepayment under this Section 1.7 if such voluntary prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (h) Notwithstanding anything to the contrary contained in this Agreement, during the continuance of any Event of Default, the Borrower may not make any voluntary prepayment of Term Loans under this Section 1.7 unless either (i) the Required Revolving Lenders have consented to such voluntary prepayment or (ii) the Revolving Loans and all other Obligations that are accrued and payable under the Revolving Credit Facility have been repaid in full, the Revolving Loan Commitment has been terminated, and all outstanding Letters of Credit have been terminated (or the L/C Obligations related thereto have been cash collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer).

Optional Prepayments of Loans and Commitment Reductions. (a) The Borrower may, at any time, prepay the Revolving Loans in whole or in part, without penalty or premium. (b) The Borrower may, may at any time upon at least two (2) Business Days’ (or one (1) Business Day’s notice in the case of Base Rate Loans, such notice to be delivered by 1:00 p.m. (New York time)) prior written notice by the Borrower to the Administrative Agent, prepay any Class or Classes of Term Loans the Loans, in whole or in part in an amount greater than or equal to $100,000, in each instance, upon payment of the amounts payable without penalty or premium except as provided in Section 10.41.8(d). Optional partial prepayments of any Class of Term Loan Loans shall be applied in the manner set forth in subsection 1.8(hSection 1.7(c). Optional partial prepayments of any Class of Term Loan Loans in amounts less than $100,000 shall not be permitted unless such (other than in connection with a prepayment is in full of the entire all outstanding principal balance of such Class of Term Loans). (cb) The Borrower may, at any time upon at least two Extent as permitted pursuant to this clause (2) Business Days’ (or such shorter period as is acceptable to Revolver Agent) prior notice by the Borrower to Revolver Agent, permanently reduce the Aggregate Revolving Loan Commitment; provided that (A) such reductions shall be in an amount greater than or equal to $500,000. Other than any reduction in connection with the Eighth Amendment, all reductions of the Aggregate Revolving Loan Commitment shall be allocated pro rata among all Lenders with a Revolving Loan Commitment. If, after giving effect to any permanent reduction of the Aggregate Revolving Loan Commitmentsb), the L/C Sublimit exceeds the amount of the Aggregate Revolving Loan Commitment, such sublimit shall be automatically reduced by the amount of such excess. (d) The notice of any prepayment and any permanent reduction of the Aggregate Revolving Loan Commitment shall not thereafter be revocable by the Borrower (other than any such prepayment or permanent reduction that is intended to occur in connection with a refinancing of all outstanding Loans and the concurrent permanent reduction of all Commitments, including in connection with a transaction resulting in a Change of Control)Borrower, and the Applicable Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment or reduction, as applicableprepayment. The payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Together with each prepayment under this Section 1.71.6, the Borrower shall pay any amounts required pursuant to Section 1.9(e1.8(c) and (d). (c) Borrower may at any time upon at least two (2) Business Days’ prior written notice to Agent, terminate, or from time to time reduce, the Aggregate Term Loan Commitment, without penalty except as provided in Section 10.41.8(d), provided that each reduction of the Term Loan Commitments shall be in an amount that is $500,000 (or, if less, the entire remaining amount of the Aggregate Term Loan Commitment) or a larger multiple of $100,000 in excess thereof. (d) Extent as permitted pursuant to this clause (d), the notice of any election to terminate or reduce the Aggregate Term Loan Commitment shall specify such election and the effective date thereof, and such notice shall not thereafter be revocable by Borrower, and Agent will promptly notify each Lender thereof and of such Lender’s ratable share of such termination or reduction; provided that a notice of termination or reduction delivered by Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. (e) [Reserved]. (f) [Reserved]. (g) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of voluntary prepayment under this Section 1.7 if such voluntary prepayment would have resulted from a refinancing of all Any termination or a portion reduction of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (h) Notwithstanding anything to the contrary contained in this Agreement, during the continuance of any Event of Default, the Borrower may not make any voluntary prepayment of Aggregate Term Loans under this Section 1.7 unless either (i) the Required Revolving Lenders have consented to such voluntary prepayment or (ii) the Revolving Loans and all other Obligations that are accrued and payable under the Revolving Credit Facility have been repaid in full, the Revolving Loan Commitment has been terminated, and all outstanding Letters shall be permanent. Each reduction of Credit have been terminated (or the L/C Obligations related thereto have been cash collateralized, back-stopped by a letter of credit reasonably satisfactory to Aggregate Term Loan Commitment shall be made ratably among the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)Lenders in accordance with their respective Term Loan Commitments.

Optional Prepayments of Loans and Commitment Reductions. (a) The Borrower may, at any time, prepay the Revolving Loans in whole or in part, without penalty or premium. (b) The Borrower may, at any time upon at least two (2) Business Days’ (or one (1) Business Day’s notice in the case of Base Rate Loans, such notice to be delivered by 1:00 p.m. (New York time)) prior written notice by the Borrower to the Administrative Agent, prepay any Class or Classes of Term Loans in whole or in part in an amount greater than or equal to $100,000, in each instance, upon payment of the amounts payable as provided in Section 10.4. Optional partial prepayments of any Class of Term Loan shall be applied in the manner set forth in subsection 1.8(h). Optional partial prepayments of any Class of Term Loan in amounts less than $100,000 shall not be permitted unless such prepayment is of the entire outstanding principal balance of such Class of Term Loans. (c) The Borrower may, at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to Revolver Agent) prior notice by the Borrower to Revolver Agent, permanently reduce the Aggregate Revolving Loan Commitment; provided that (A) such reductions shall be in an amount greater than or equal to $500,000. Other than any reduction in connection with the Eighth Amendment, all All reductions of the Aggregate Revolving Loan Commitment shall be allocated pro rata among all Lenders with a Revolving Loan Commitment. If, after giving effect to any permanent reduction of the Aggregate Revolving Loan Commitments, the L/C Sublimit exceeds the amount of the Aggregate Revolving Loan Commitment, such sublimit shall be automatically reduced by the amount of such excess. (d) The notice of any prepayment and any permanent reduction of the Aggregate Revolving Loan Commitment shall not thereafter be revocable by the Borrower (other than any such prepayment or permanent reduction that is intended to occur in connection with a refinancing of all outstanding Loans and the concurrent permanent reduction of all Commitments, including in connection with a transaction resulting in a Change of Control), and the Applicable Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment or reduction, as applicable. The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.7, the Borrower shall pay any amounts required pursuant to Section 1.9(e) and Section 10.4. (e) [Reserved]. The Borrower may, at any time upon at least two (f2) [Reserved]. (g) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of voluntary prepayment under this Section 1.7 if such voluntary prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (h) Notwithstanding anything to the contrary contained in this Agreement, during the continuance of any Event of Default, the Borrower may not make any voluntary prepayment of Term Loans under this Section 1.7 unless either (i) the Required Revolving Lenders have consented to such voluntary prepayment or (ii) the Revolving Loans and all other Obligations that are accrued and payable under the Revolving Credit Facility have been repaid in full, the Revolving Loan Commitment has been terminated, and all outstanding Letters of Credit have been terminated Business Days’ (or the L/C Obligations related thereto have been cash collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably such shorter period as is acceptable to the Administrative Agent) prior notice by the Borrower to the Administrative Agent, permanently reduce the aggregate amount of any Class of Delayed Draw Term Loan Commitments; provided that such reductions shall be in an amount greater than or equal to $500,000 unless such reduction is of the entire aggregate amount of such Class of Delayed Draw Term Loan Commitment. All reductions of any Class of Delayed Draw Term Loan Commitments shall reduce the Delayed Draw Term Commitments of each Lender pro rata based on the applicable L/C Issuer)Commitment Percentage of the Delayed Draw Term Loan Commitments of such Lender with respect to such Class.