Optional Prepayments of Term Loans. The Borrower shall have the right at any time and from time to time, without premium or penalty, to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than noon Eastern time (i) on the same Business Day as each prepayment of a Base Rate Loan and (ii) at least three (3) Business Days before each prepayment of a LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans or Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loan hereunder shall be in an aggregate principal amount of at least $2,500,000 or any whole multiple of $500,000 in excess thereof. Optional prepayments of the Term Loans shall be applied as the Borrower may direct the Administrative Agent in writing (i) to the Existing Term Loan, (ii) to the Fourth Amendment Term Loan or (iii) to the Existing Term Loan and the Fourth Amendment Term Loan in such proportions as the Borrower may direct, in each case as the Borrower may direct to the remaining principal installments (including principal payments to be made on the maturity date thereof) of each of the Term Loans being prepaid. For the avoidance of doubt, voluntary prepayments of the Existing Term Loan shall be applied ratably to all then-outstanding Existing Term Loans, and all voluntary prepayments of the Fourth Amendment Term Loan shall be applied ratably to all then-outstanding Fourth Amendment Term Loans. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. A Notice of Prepayment received after noon Eastern time shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Prepayment.
Optional Prepayments of Term Loans. The Borrower shall have the right at any time and from time to time, without premium or penalty, to prepay the Term Loans, in whole or in part, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon one Business Day prior thereto, in the case of Eurodollar Loans, and no later than 12:00 Noon one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment, whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the prepayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each partial prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least $3,000,000 or a whole multiple of $500,000 in excess thereof and shall be applied, on a pro rata basis, to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 2.16. A notice of prepayment received after 12:00 Noon shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each notice of prepayment.
Optional Prepayments of Term Loans. The Borrower may, upon at least two Business Days’ notice (in the case of Eurodollar Rate Loans) or upon notice (in the case of Base Rate Loans) given on the date of such prepayment, in each case received not later than 12:00 P.M. (New York City time) on such date to the Agent stating the proposed date and aggregate principal amount of the prepayment, which notice shall be irrevocable, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Term Loans comprising part of the same Borrowing(s), together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Term Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.11.
Optional Prepayments of Term Loans. Subject to the provisions of Section 2.6.4(Indemnity), the Borrower may, at its option, at any time and from time to time, prepay (each a "Term Loan Optional Prepayment" and collectively the "Term Loan Optional Prepayments") the Term Loans, in whole or in part, upon five (5) Business Days prior written notice, specifying the date and amount of prepayment. The amount to be so prepaid, together with interest accrued thereon to date of prepayment if the amount is intended as a prepayment of the Term Loans in whole, shall be paid by the Borrower to the Agent for the ratable benefit of the Lenders on the date specified for such prepayment. Partial Term Loan Optional Prepayments shall be applied as follows: (i) fifty percent (50%) to all of the remaining principal installments due on account of the Term Loans on a pro rata basis and (ii) fifty percent (50%) to principal against the principal installments of the Term Loans in the inverse order of their maturities.
Optional Prepayments of Term Loans. Borrowers may prepay the principal of any Term Loan at any time in whole or in part, without premium or penalty except as set forth in Section 2.9(d); provided, that the Administrative Borrower shall deliver a written notice of such prepayment to the Agent not later than 2:30 p.m. (New York City time) three (3) Business Days prior to the date of such prepayment.
Optional Prepayments of Term Loans. The Borrowers may, at their option, at any time and from time to time, prepay (each a “Term Loan Optional Prepayment” and collectively the “Term Loan Optional Prepayments”) the 2006 Term Loan or the Acquisition Term Loan, in whole or in part, upon five (5) Business Days prior written notice, specifying the date and amount of prepayment. The amount to be so prepaid, together with interest accrued thereon to date of prepayment if the amount is intended as a prepayment of the 2006 Term Loan or the Acquisition Term Loan in whole, shall be paid by the Borrowers to the Lender on the date specified for such prepayment. Partial Term Loan Optional Prepayments shall be in an amount not less than the amount of the next principal installment under the 2006 Term Loan or the Acquisition Term Loan, as applicable, and shall be applied first to all accrued and unpaid interest on the principal of the 2006 Term Note or the Acquisition Term Note, as applicable, then to the balloon payment due at maturity, if any, and then to principal against the principal installments in the inverse order of their maturity.
Optional Prepayments of Term Loans. The Borrower shall have the right at any time and from time to time to prepay any Term Loan in whole or in part, provided that:
(a) the Borrower shall notify the Administrative Agent in writing of any prepayment hereunder not later than 11:00 a.m., New York City time, at least five Business Days before the date of prepayment; each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Term Loan or portion thereof to be prepaid; promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof;
(b) each prepayment shall be applied (i) first, to the Deferred Payments until such payments have been paid in full, (ii) second to installments of the B Term Loan (if any) in inverse order of maturity until paid in full, and (iii) third, to installments of the A Term Loan in inverse order of maturity until paid in full; prepayments shall be accompanied by accrued interest to the extent required by Section 2.11 and any break funding payments required by Section 2.14;
(c) the Debt Service Reserve Account is fully funded;
(d) the Borrower shall be in compliance with the financial covenants set forth in Section 6.10 after giving effect to any such prepayment (calculated on a proforma basis with respect to the Historical Test Period and Future Test Period for the Test Date most recently ended); and
(e) so long as such prepayment is made with the proceeds of internally generated funds (and not a refinancing) then no prepayment penalty shall apply; provided that a prepayment penalty in an amount set forth on the following schedule shall apply with respect to any prepayment made with proceeds of other than internally generated funds: Period Percentage of Principal Amount Prepaid Closing Date through but excluding the second anniversary of the Closing Date 3.5% Second anniversary date of the Closing Date to but excluding the third anniversary of the Closing Date 2.5% Third anniversary date of the Closing Date to but excluding the fourth anniversary of the Closing Date 1.5% From and after the fourth anniversary of the Closing Date 1.0%
Optional Prepayments of Term Loans. The US Borrower shall have the right at any time and from time to time, without premium or penalty, to prepay the Term Loans in whole or in part, upon delivery to the Administrative Agent of a Notice of Repayment not later than 12:00 noon (i) on the same Business Day as such prepayment with respect to Base Rate Loans and (ii) at least three (3) Business Days prior to such prepayment with respect to LIBOR Rate Loans, specifying the date and amount of repayment, whether the repayment is of LIBOR Rate Loans or Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Each optional prepayment pursuant to this Section 4.3 shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof and shall be applied to reduce, on a pro rata basis, the outstanding scheduled principal installments of the Term Loans with respect to any such outstanding Term Loans, pro rata on the basis of the original aggregate funded amount thereof, among the Term Loans. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9. The Administrative Agent shall promptly notify the Term Loan Lenders of each such Notice of Repayment.
Optional Prepayments of Term Loans of the Credit Agreement. For the avoidance of doubt, as specified in Section 2.17 (Specified Refinancing Debt) of the Credit Agreement, Section 2.17 (Specified Refinancing Debt) of the Credit Agreement supersedes Section 2.14 (Sharing of Payments) of the Credit Agreement with respect to the repayment of Existing Tranche A Term Loans and Existing Tranche A1 Term Loans.
Optional Prepayments of Term Loans. The Borrower shall have the right at any time and from time to time to prepay any Term Loan in whole or in part, provided that:
(a) the Borrower shall notify the Administrative Agent in writing of any prepayment hereunder not later than 11:00 a.m., New York City time, at least five Business Days before the date of prepayment; each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Term Loan or portion thereof to be prepaid; promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof;
(b) each prepayment shall be applied to the Term Loans to be prepaid in inverse order of maturity. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11 and any break funding payments required by Section 2.14.
(c) the Debt Service Reserve Account is fully funded;
(d) the Borrower shall be in compliance with the financial covenants set forth in Section 6.10 after giving effect to any such prepayment (calculated on a proforma basis with respect to the Historical Test Period and Future Test Period for the Test Date most recently ended); and
(e) so long as such prepayment is made with the proceeds of internally generated funds (and not a refinancing) then no prepayment penalty shall apply; provided that a prepayment penalty in an amount set forth on the following schedule shall apply with respect to any prepayment made with proceeds of other than internally generated funds: Period Percentage of Principal Amount Prepaid Closing Date through but excluding the second anniversary of the Closing Date 3.5% Second anniversary date of the Closing Date to but excluding the third 2.5% Third anniversary date of the Closing Date to but excluding the fourth anniversary of the Closing Date 1.5% From and after the fourth anniversary of the Closing Date 1.0%
