Common use of Optional Prepayments of Term Loans Clause in Contracts

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 timeprepay the Term Loans on or before the applicable Maturity Date as a whole, or in part, by providing an Optional Prepayment Notice not less thanto the Administrative Agent (and, in the case of any prepayment of the JPY Term Loans, to the Technical Agent) no later than 11:00 a.m. three (3) Business Days prior written notice to the Administrative Agentdate -50- of such prepayment, without premium or penalty, provided that, subject to prepay compliance with Section 3.05, (a) each partial prepayment shall be in principal amount of $5,000,000 (or ¥500,000,000 in the case of JPY Term Loans) or a whole multiple of $1,000,000 (or ¥100,000,000 in the case of JPY Term Loans) in excess thereof, 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 (iib) at least three (3) Business Days before each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of a LIBOR Rate Loan, specifying the applicable Term Loans. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of LIBOR Rate Term Loans or Base Rate Loans or a combination thereof, to be prepaid and, if of a combination thereofEurocurrency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent (or, to the extent such prepayment shall be applied to the JPY Term Loans, the Technical Agent) will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount allocable to eachof such Lender’s Applicable Percentage of such prepayment. Each optional Optional Prepayment Notice given under this Section 2.04(b) shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (and, in the case of any prepayment of the JPY 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) Loans, to the Existing Term Loan, (iiTechnical Agent) on or prior to the Fourth Amendment Term Loan or (iii) to the Existing Term Loan and the Fourth Amendment Term Loan date for prepayment specified in such proportions as the Borrower may direct, in each case as the Borrower may direct to the remaining principal installments Optional Prepayment Notice if such condition is not satisfied (including principal payments to be made on the maturity date thereof) of each of the Term Loans being prepaid. For and for the avoidance of doubt, voluntary prepayments the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, the Technical Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal of the Existing Term Loan Loans hereunder shall include all interest accrued to the date of prepayment and shall be applied ratably to all then-outstanding Existing Term Loans, and all voluntary prepayments against the scheduled installments 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 principal due on the next Business Dayapplicable Term Loans as directed by the Borrower in the Optional Prepayment Notice. The Administrative Agent shall promptly notify No amount repaid with respect to the Lenders of each Notice of PrepaymentTerm Loans may be reborrowed.

Optional Prepayments of Term Loans. The Borrower shall have the right at any time and from time to timeprepay the Term Loans on or before the Maturity Date, as a whole, or in part, by providing an Optional Prepayment Notice not less than three (3) Business Days prior written notice to the Administrative Agent, without premium or penalty, provided that, subject to prepay compliance with Section 3.05, (a) each partial prepayment shall be in principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (b) each partial prepayment shall be allocated among the Lenders in accordance with such Lender’s Applicable Percentage of the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a . Each such Optional Prepayment 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 shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of LIBOR Rate Term Loans or Base Rate Loans or a combination thereof, to be prepaid and, if of a combination thereofEurocurrency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount allocable to eachof such Lender’s Applicable Percentage of such prepayment. Each optional prepayment of the Term Loan hereunder Optional Prepayment Notice shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in an aggregate principal amount of at least $2,500,000 or any whole multiple of $500,000 in excess thereof. which case, such Optional prepayments of the Term Loans shall Prepayment Notice may be applied as revoked by the Borrower may direct giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent in writing (i) on or prior 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 date for prepayment specified in such proportions as the Borrower may direct, in each case as the Borrower may direct to the remaining principal installments Optional Prepayment Notice if such condition is not satisfied (including principal payments to be made on the maturity date thereof) of each of the Term Loans being prepaid. For and for the avoidance of doubt, voluntary prepayments the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal of the Existing Term Loan Loans hereunder shall include all interest accrued to the date of prepayment and shall be applied ratably to all then-outstanding Existing Term Loans, and all voluntary prepayments against the scheduled installments 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 principal due on the next Business DayTerm Loans as directed by the Borrower in the Optional Prepayment Notice. The Administrative Agent shall promptly notify No amount repaid with respect to the Lenders of each Notice of PrepaymentTerm Loans may be reborrowed.

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 LoansA Loans or the Term B Loans on or before the applicable Maturity Date, in whole as a whole, or in part, upon delivery to the Administrative Agent of a by providing an Optional Prepayment Notice of Prepayment not later less 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 prior written notice to the Administrative Agent, without premium or penalty (except as otherwise provided in Section 2.04(d) with respect to Term B Loans), provided that, subject to compliance with Section 3.05, (a) each partial prepayment shall be in principal amount of $5,000,000 or a LIBOR Rate Loanwhole multiple of $1,000,000 in excess thereof, specifying and (b) each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the Term A Loans or the Term B Loans, as applicable. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of LIBOR Rate Term Loans or Base Rate Loans or a combination thereof, to be prepaid and, if of a combination thereofEurocurrency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount allocable to eachof such Lender’s Applicable Percentage of such prepayment. Each optional prepayment of the Term Loan hereunder Optional Prepayment Notice given under this Section 2.04(b) shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in an aggregate principal amount of at least $2,500,000 or any whole multiple of $500,000 in excess thereof. which case, such Optional prepayments of the Term Loans shall Prepayment Notice may be applied as revoked by the Borrower may direct giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent in writing (i) on or prior 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 date for prepayment specified in such proportions as the Borrower may direct, in each case as the Borrower may direct to the remaining principal installments Optional Prepayment Notice if such condition is not satisfied (including principal payments to be made on the maturity date thereof) of each of the Term Loans being prepaid. For and for the avoidance of doubt, voluntary prepayments the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal of the Existing Term Loan Loans hereunder shall include all interest accrued to the date of prepayment and shall be applied ratably to all then-outstanding Existing Term Loans, and all voluntary prepayments against the scheduled installments 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 principal due on the next Business Dayapplicable Term Loans as directed by the Borrower in the Optional Prepayment Notice. The Administrative Agent shall promptly notify No amount repaid with respect to the Lenders of each Notice of PrepaymentTerm Loans may be reborrowed.

Optional Prepayments of Term Loans. The Borrower shall have the right at any time and from time to timeprepay the Term Loans on or before the applicable Maturity Date as a whole, or in part, by providing an Optional Prepayment Notice not less than three (3) Business Days prior written notice to the Administrative Agent, without premium or penalty, provided that, subject to prepay compliance with Section 3.05, (a) each partial prepayment shall be in principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (b) each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the applicable Term Loans, in whole or in part, upon delivery to the Administrative Agent of a . Each such Optional Prepayment 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 shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of LIBOR Rate Term Loans or Base Rate Loans or a combination thereof, to be prepaid and, if of a combination thereofEurocurrency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount allocable to eachof such Lender’s Applicable Percentage of such prepayment. Each optional prepayment of the Term Loan hereunder Optional Prepayment Notice given under this Section 2.04(b) shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in an aggregate principal amount of at least $2,500,000 or any whole multiple of $500,000 in excess thereof. which case, such Optional prepayments of the Term Loans shall Prepayment Notice may be applied as revoked by the Borrower may direct giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent in writing (i) on or prior 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 date for prepayment specified in such proportions as the Borrower may direct, in each case as the Borrower may direct to the remaining principal installments Optional Prepayment Notice if such condition is not satisfied (including principal payments to be made on the maturity date thereof) of each of the Term Loans being prepaid. For and for the avoidance of doubt, voluntary prepayments the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal of the Existing Term Loan Loans hereunder shall include all interest accrued to the date of prepayment and shall be applied ratably to all then-outstanding Existing Term Loans, and all voluntary prepayments against the scheduled installments 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 principal due on the next Business Dayapplicable Term Loans as directed by the Borrower in the Optional Prepayment Notice. The Administrative Agent shall promptly notify No amount repaid with respect to the Lenders of each Notice of PrepaymentTerm Loans may be reborrowed.

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 LoansLoans on or before the applicable Maturity Date as a whole, in whole or in part, upon delivery to the Administrative Agent of a by providing an Optional Prepayment Notice of Prepayment not later less 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 prior written notice to the Administrative Agent, without premium or penalty (except as otherwise provided in Section 2.04(d) with respect to any Class of Term B[-2] Loans), provided that, subject to compliance with Section 3.05, (a) each partial prepayment shall be in principal amount of $5,000,000 or a LIBOR Rate Loanwhole multiple of $1,000,000 in excess thereof, specifying and (b) each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the applicable Term Loans. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of LIBOR Rate Term Loans or Base Rate Loans or a combination thereof, to be prepaid and, if of a combination thereofEurocurrency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount allocable to eachof such Lender’s Applicable Percentage of such prepayment. Each optional prepayment of the Term Loan hereunder Optional Prepayment Notice given under this Section 2.04(b) shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in an aggregate principal amount of at least $2,500,000 or any whole multiple of $500,000 in excess thereof. which case, such Optional prepayments of the Term Loans shall Prepayment Notice may be applied as revoked by the Borrower may direct giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent in writing (i) on or prior 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 date for prepayment specified in such proportions as the Borrower may direct, in each case as the Borrower may direct to the remaining principal installments Optional Prepayment Notice if such condition is not satisfied (including principal payments to be made on the maturity date thereof) of each of the Term Loans being prepaid. For and for the avoidance of doubt, voluntary prepayments the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal of the Existing Term Loan Loans hereunder shall include all interest accrued to the date of prepayment and shall be applied ratably to all then-outstanding Existing Term Loans, and all voluntary prepayments against the scheduled installments 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 principal due on the next Business Dayapplicable Term Loans as directed by the Borrower in the Optional Prepayment Notice. The Administrative Agent shall promptly notify No amount repaid with respect to the Lenders of each Notice of PrepaymentTerm Loans may be reborrowed.

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[ A Loans or the Term LoansB] Loans on or before the applicable Maturity Date as a whole, in whole or in part, upon delivery to the Administrative Agent of a by providing an Optional Prepayment Notice of Prepayment not later less 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 prior written notice to the Administrative Agent, without premium or penalty (except as otherwise provided in Section 2.04(d) with respect to Term B-2 Loans), provided that, subject to compliance with Section 3.05, (a) each partial prepayment shall be in principal amount of $5,000,000 or a LIBOR Rate Loanwhole multiple of $1,000,000 in excess thereof, specifying and (b) each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the [Term A Loans or the Term B Loans, as ]applicable Term Loans. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of LIBOR Rate Term Loans or Base Rate Loans or a combination thereof, to be prepaid and, if of a combination thereofEurocurrency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount allocable to eachof such Lender’s Applicable Percentage of such prepayment. Each optional prepayment of the Term Loan hereunder Optional Prepayment Notice given under this Section 2.04(b) shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in an aggregate principal amount of at least $2,500,000 or any whole multiple of $500,000 in excess thereof. which case, such Optional prepayments of the Term Loans shall Prepayment Notice may be applied as revoked by the Borrower may direct giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent in writing (i) on or prior 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 date for prepayment specified in such proportions as the Borrower may direct, in each case as the Borrower may direct to the remaining principal installments Optional Prepayment Notice if such condition is not satisfied (including principal payments to be made on the maturity date thereof) of each of the Term Loans being prepaid. For and for the avoidance of doubt, voluntary prepayments the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal of the Existing Term Loan Loans hereunder shall include all interest accrued to the date of prepayment and shall be applied ratably to all then-outstanding Existing Term Loans, and all voluntary prepayments against the scheduled installments 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 principal due on the next Business Dayapplicable Term Loans as directed by the Borrower in the Optional Prepayment Notice. The Administrative Agent shall promptly notify No amount repaid with respect to the Lenders of each Notice of PrepaymentTerm Loans may be reborrowed.