Common use of Payments and Prepayments Clause in Contracts

Payments and Prepayments. (a) The U.S. Borrowers shall repay the outstanding principal balance of the U.S. Revolving Loans, plus all accrued but unpaid interest thereon, on the Termination Date. Each Canadian Borrower shall repay the outstanding principal balance of the Canadian Revolving Loans made to it, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the Canadian Borrowers hereunder are several and not joint. The Specified Loan Borrower shall repay the outstanding principal balance of the Specified Loans, plus all accrued but unpaid interest thereon, on the Termination Date. (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (New York time) (A) three Business Days prior to any date of prepayment of LIBOR Loans and BA Equivalent Loans and (B) on the date of prepayment of Base Rate Loans and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal amount of $5,000,000 (or the Equivalent Amount thereof, as applicable) or a whole multiple of $1,000,000 (or the Equivalent Amount thereof, as applicable) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans or BA Equivalent Loans are to be prepaid, the Interest Period(s) or BA Equivalent Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Payments and Prepayments. (a) The Each U.S. Borrowers Borrower shall repay the outstanding principal balance of the U.S. Revolving LoansLoans made to such U.S. Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each ROW Borrower shall repay the outstanding principal balance of the ROW Revolving Loans made to such ROW Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each Canadian Borrower shall repay the outstanding principal balance of the Canadian Revolving Loans made to itsuch Canadian Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the Canadian Borrowers hereunder are several and not joint. The Specified Loan Each French Borrower shall repay the outstanding principal balance of the Specified LoansFrench Swingline Loans made to such French Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each ANZ Borrower shall repay the outstanding principal balance of the ANZ Revolving Loans made to such ANZ Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (a.m., New York City time, (w) four Business Days prior to any date of prepayment of XXXXX Rate Loans, (Ax) three Business Days prior to any date of prepayment of LIBOR Loans and Bank Xxxx Rate Loans, (y) two Business Days prior to any date of prepayment of Term SOFR Loans, BA Equivalent Loans and EURIBOR Loans and (Bz) on the date of prepayment of Base Rate Loans Loans, Daily SOFR Loans, and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal minimum amount of $5,000,000 (or for Loans in Euros, €500,000, Loans in Sterling, £500,000, Loans in Canadian Dollars, Cdn $5,000,000, Loans in Australian Dollars, A$500,000, Loans in New Zealand Dollars, NZ$500,000 or Loans in any other Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) or a whole an integral multiple of $1,000,000 (or for Loans in Euros, €500,000, Loans in Sterling, £500,000, Loans in Canadian Dollars, Cdn $1,000,000, Loans in Australian Dollars, A$500,000, Loans in New Zealand Dollars, NZ$500,000 or Loans in any other Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the class(es) of Loans and the Type(s) of Loans to be prepaid and, if LIBOR Term SOFR Loans, BA Equivalent Loans, EURIBOR Loans or BA Equivalent Bank Xxxx Rate Loans are to be prepaid, the Interest Period(s) or BA Equivalent Interest Period(s) of such Loans. The Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Subject to the other limitations expressly set forth in this Agreement, the applicable Borrower may elect to apply voluntary prepayments of Loans to one or more Type(s) or class(es) of Loans selected by such applicable Borrower in its sole discretion (provided that such voluntary prepayments of Loans shall be made pro rata within any such Type(s) or applicable class(es) selected by such applicable Borrower). In the event that the applicable Borrower does not specify the application of prepayments as between Types or classes of Loans, such Borrower shall be deemed to have elected that such prepayment be applied on a pro rata basis among all Types and applicable classes of Loans. It is acknowledged and agreed that any payments by a French Borrower pursuant to this clause shall only be in relation to French Obligations.

Payments and Prepayments. (a) The Each U.S. Borrowers Borrower shall repay the outstanding principal balance of the U.S. Revolving LoansLoans made to such U.S. Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each Canadian Borrower shall repay the outstanding principal balance of the Multicurrency Canadian Revolving Loans made to it, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the such Canadian Borrowers hereunder are several and not joint. The Specified Loan Borrower shall repay the outstanding principal balance of the Specified LoansBorrower, plus all accrued but unpaid interest thereon, on the Termination Date. (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (a.m., New York City time, (x) (A) three two Business Days prior to any date of prepayment of LIBOR Term SOFR Loans, Daily One Month SOFR Loans and BA Equivalent Equivalent, Term XXXXX Loans and Daily Simple XXXXX Loans and (By) on the date of prepayment of Base Rate Loans and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal minimum amount of $5,000,000, Loans in Canadian Dollars, Cdn $5,000,000 (or Loans in an Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) or a whole an integral multiple of $1,000,000 (or Loans in Canadian Dollars, Cdn $1,000,000 or Loans in an Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Term SOFR Loans or BA Equivalent EquivalentTerm XXXXX Loans are to be prepaid, the Interest Period(s) or BA Equivalent EquivalentTerm XXXXX Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Subject to the other limitations expressly set forth in this Agreement, the applicable Borrower may elect to apply voluntary prepayments of Loans to one or more Type(s) or class(es) of Loans selected by such applicable Borrower in its sole discretion (provided that such voluntary prepayments of Loans shall be made pro rata within any such Type(s) or class(es) selected by such applicable Borrower). In the event that the applicable Borrower does not specify the application of prepayments as between Types or classes of Loans, such Borrower shall be deemed to have elected that such prepayment be applied on a pro rata basis among all Types and classes of Loans.

Payments and Prepayments. (a) The Each U.S. Borrowers Borrower shall repay the outstanding principal balance of the U.S. Revolving LoansLoans made to such U.S. Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each Canadian Borrower shall repay the outstanding principal balance of the Multicurrency Canadian Revolving Loans made to it, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the such Canadian Borrowers hereunder are several and not joint. The Specified Loan Borrower shall repay the outstanding principal balance of the Specified LoansBorrower, plus all accrued but unpaid interest thereon, on the Termination Date. (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (a.m., New York City time, (x) (A) three two Business Days prior to any date of prepayment of LIBOR Term SOFR Loans, Daily One Month SOFR Loans and BA Equivalent Loans and (By) on the date of prepayment of Base Rate Loans and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal minimum amount of $5,000,000, Loans in Canadian Dollars, Cdn $5,000,000 (or Loans in an Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) or a whole an integral multiple of $1,000,000 (or Loans in Canadian Dollars, Cdn $1,000,000 or Loans in an Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Term SOFR Loans or BA Equivalent Loans are to be prepaid, the Interest Period(s) or BA Equivalent Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Subject to the other limitations expressly set forth in this Agreement, the applicable Borrower may elect to apply voluntary prepayments of Loans to one or more Type(s) or class(es) of Loans selected by such applicable Borrower in its sole discretion (provided that such voluntary prepayments of Loans shall be made pro rata within any such Type(s) or class(es) selected by such applicable Borrower). In the event that the applicable Borrower does not specify the application of prepayments as between Types or classes of Loans, such Borrower shall be deemed to have elected that such prepayment be applied on a pro rata basis among all Types and classes of Loans.

Payments and Prepayments. (a) The U.S. Borrowers shall repay the outstanding principal balance of the U.S. Revolving Loans, plus all accrued but unpaid interest thereon, on the Termination Date. Each The Canadian Borrower shall repay the outstanding principal balance of the Canadian Revolving Loans made to it, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the Canadian Borrowers hereunder are several and not joint. The Specified Loan Borrower shall repay the outstanding principal balance of the Specified Loans, plus all accrued but unpaid interest thereon, on the Termination Date. (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (New York time) (A) three Business Days prior to any date of prepayment of LIBOR Loans and BA Equivalent Loans and (B) on the date of prepayment of Base Rate Loans and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal amount of $5,000,000 (or the Equivalent Amount thereof, as applicable) or a whole multiple of $1,000,000 (or the Equivalent Amount thereof, as applicable) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans or BA Equivalent Loans are to be prepaid, the Interest Period(s) or BA Equivalent Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Payments and Prepayments. (a) The Each U.S. Borrowers Borrower shall repay the outstanding principal balance of the U.S. Revolving LoansLoans made to such U.S. Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each ROW Borrower shall repay the outstanding principal balance of the ROW Revolving Loans made to such ROW Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each Canadian Borrower shall repay the outstanding principal balance of the Canadian Revolving Loans made to itsuch Canadian Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the Canadian Borrowers hereunder are several and not joint. The Specified Loan Each French Borrower shall repay the outstanding principal balance of the Specified LoansFrench Swingline Loans made to such French Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (a.m., New York City time, (x) (A) three two Business Days prior to any date of prepayment of LIBOR Loans and BA Equivalent Loans and (By) on the date of prepayment of Base Rate Loans and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal minimum amount of $5,000,000 (or for Loans in Euros, €500,000, Loans in Sterling, £500,000, Loans in Canadian Dollars, Cdn $5,000,000 or Loans in an Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) or a whole an integral multiple of $1,000,000 (or for Loans in Euros, €500,000, Loans in Sterling, £500,000, Loans in Canadian Dollars, Cdn $1,000,000 or Loans in an Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans or BA Equivalent Loans are to be prepaid, the Interest Period(s) or BA Equivalent Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Subject to the other limitations expressly set forth in this Agreement, the applicable Borrower may elect to apply voluntary prepayments of Loans to one or more Type(s) or class(es) of Loans selected by such applicable Borrower in its sole discretion (provided that such voluntary prepayments of Loans shall be made pro rata within any such Type(s) or class(es) selected by such applicable Borrower). In the event that the applicable Borrower does not specify the application of prepayments as between Types or classes of Loans, such Borrower shall be deemed to have elected that such prepayment be applied on a pro rata basis among all Types and classes of Loans.

Payments and Prepayments. (a) The Each U.S. Borrowers Borrower shall repay the outstanding principal balance of the U.S. Revolving LoansLoans made to such U.S. Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each ROW Borrower shall repay the outstanding principal balance of the ROW Revolving Loans made to such ROW Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each Canadian Borrower shall repay the outstanding principal balance of the Canadian Revolving Loans made to itsuch Canadian Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the Canadian Borrowers hereunder are several and not joint. The Specified Loan Each French Borrower shall repay the outstanding principal balance of the Specified Loans, plus all accrued but unpaid interest thereon, on the Termination Date.109 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2 (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (a.m., New York City time, (w) four Business Days prior to any date of prepayment of XXXXX Xxxx Loans, (Ax) three Business Days prior to any date of prepayment of LIBOR Bank Bill Rate Loans, (y) two Business Days prior to any date of prepayment of Term SOFR Loans, BA EquivalentTerm XXXXX Loans and BA Equivalent EURIBOR Loans and (Bz) on the date of prepayment of Base Rate Loans Loans, Daily SOFR Loans, and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal minimum amount of $5,000,000 (or for Loans in Euros, €500,000, Loans in Sterling, £500,000, Loans in Canadian Dollars, Cdn $5,000,000, Loans in Australian Dollars, A$500,000, Loans in New Zealand Dollars, NZ$500,000 or Loans in any other Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) or a whole an integral multiple of $1,000,000 (or for Loans in Euros, €500,000, Loans in Sterling, £500,000, Loans in Canadian Dollars, Cdn $1,000,000, Loans in Australian Dollars, A$500,000, Loans in New Zealand Dollars, NZ$500,000 or Loans in any other Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the class(es) of Loans and the Type(s) of Loans to be prepaid and, if LIBOR Term SOFR Loans, BA EquivalentTerm XXXXX Loans, EURIBOR Loans or BA Equivalent Bank Bill Rate Loans are to be prepaid, the Interest Period(s) or BA Equivalent EquivalentTerm XXXXX Interest Period(s) of such Loans. The Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Subject to the other limitations expressly set forth in this Agreement, the applicable Borrower may elect to apply voluntary prepayments of Loans to one or more Type(s) or class(es) of Loans selected by such applicable Borrower in its sole discretion (provided that such voluntary prepayments of Loans shall be made pro rata within any such Type(s) or applicable class(es) selected by such applicable Borrower). In the event that the applicable Borrower does not specify the application of prepayments as between Types or classes of Loans, such Borrower shall be deemed to have elected that such prepayment be applied on a pro rata basis among all Types and applicable classes of Loans. It is acknowledged and agreed that any payments by a French Borrower pursuant to this clause shall only be in relation to French Obligations.

Payments and Prepayments. (a) The Each U.S. Borrowers Borrower shall repay the outstanding principal balance of the U.S. Revolving LoansLoans made to such U.S. Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each ROW Borrower shall repay the outstanding principal balance of the ROW Revolving Loans made to such ROW Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each Canadian Borrower shall repay the outstanding principal balance of the Canadian Revolving Loans made to itsuch Canadian Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the Canadian Borrowers hereunder are several and not joint. The Specified Loan Each French Borrower shall repay the outstanding principal balance of the Specified LoansFrench Swingline Loans made to such French Borrower, plus all accrued but unpaid interest thereon, on the Termination Date.. Each ANZ Borrower shall repay the outstanding principal balance of the ANZ Revolving Loans made to such ANZ Borrower, plus all accrued but unpaid interest thereon, on the Termination Date (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (a.m., New York City time, (xw) four Business Days prior to any date of prepayment of SXXXX Rate Loans, (Ax) three Business Days prior to any date of prepayment of Bank Bxxx Rate Loans, (y) two Business Days prior to any date of prepayment of LIBOR Loans and BA Equivalent Loans and (Byz) on the date of prepayment of Base Rate Loans and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal minimum amount of $5,000,000 (or for Loans in Euros, €500,000, Loans in Sterling, £500,000, Loans in Canadian Dollars, Cdn $5,000,000, Loans in Australian Dollars, A$500,000, Loans in New Zealand Dollars, NZ$500,000 or Loans in anany other Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) or a whole an integral multiple of $1,000,000 (or for Loans in Euros, €500,000, Loans in Sterling, £500,000, Loans in Canadian Dollars, Cdn $1,000,000, Loans in Australian Dollars, A$500,000, Loans in New Zealand Dollars, NZ$500,000 or Loans in anany other Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the class(es) of Loans and the Type(s) of Loans to be prepaid and, if LIBOR Loans or or, BA Equivalent Loans or Bank Bxxx Rate Loans are to be prepaid, the Interest Period(s) or BA Equivalent Interest Period(s) of such Loans. The Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Subject to the other limitations expressly set forth in this Agreement, the applicable Borrower may elect to apply voluntary prepayments of Loans to one or more Type(s) or class(es) of Loans selected by such applicable Borrower in its sole discretion (provided that such voluntary prepayments of Loans shall be made pro rata within any such Type(s) or applicable class(es) selected by such applicable Borrower). In the event that the applicable Borrower does not specify the application of prepayments as between Types or classes of Loans, such Borrower shall be deemed to have elected that such prepayment be applied on a pro rata basis among all Types and applicable classes of Loans.

Payments and Prepayments. (a) The Each U.S. Borrowers Borrower shall repay the outstanding principal balance of the U.S. Revolving LoansLoans made to such U.S. Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. Each Canadian Borrower shall repay the outstanding principal balance of the Canadian Revolving Loans made to it, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the such Canadian Borrowers hereunder are several and not joint. The Specified Loan Borrower shall repay the outstanding principal balance of the Specified LoansBorrower, plus all accrued but unpaid interest thereon, on the Termination Date. (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (a.m., New York City time, (x) (A) three two Business Days prior to any date of prepayment of LIBOR Loans and BA Equivalent Loans and (By) on the date of prepayment of Base Rate Loans and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal minimum amount of $5,000,000, Loans in Canadian Dollars, Cdn $5,000,000 (or Loans in an Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) or a whole an integral multiple of $1,000,000 (or Loans in Canadian Dollars, Cdn $1,000,000 or Loans in an Alternative Currency, such amount as may be agreed by the Equivalent Amount thereof, as applicableAgent and the Borrowers’ Agent) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans or BA Equivalent Loans are to be prepaid, the Interest Period(s) or BA Equivalent Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Subject to the other limitations expressly set forth in this Agreement, the applicable Borrower may elect to apply voluntary prepayments of Loans to one or more Type(s) or class(es) of Loans selected by such applicable Borrower in its sole discretion (provided that such voluntary prepayments of Loans shall be made pro rata within any such Type(s) or class(es) selected by such applicable Borrower). In the event that the applicable Borrower does not specify the application of prepayments as between Types or classes of Loans, such Borrower shall be deemed to have elected that such prepayment be applied on a pro rata basis among all Types and classes of Loans.

Payments and Prepayments. (a) The U.S. Borrowers shall repay the outstanding principal balance of the U.S. Revolving Loans, plus all accrued but unpaid interest thereon, on the Termination Date. Each The Canadian Borrower shall repay the outstanding principal balance of the Canadian Revolving Loans made to it, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the Canadian Borrowers hereunder are several and not joint. The Specified Loan Borrower shall repay the outstanding principal balance of the Specified Loans, plus all accrued but unpaid interest thereon, on the Termination Date. (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (New York time) (A) three Business Days prior to any date of prepayment of LIBOR Loans and BA Equivalent Loans and (B) on the date of prepayment of Base Rate Loans and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal amount of $5,000,000 (or the Equivalent Amount thereoffor Loans in Canadian Dollars, as applicableCdn $5,000,000) or a whole an integral multiple of $1,000,000 (or the Equivalent Amount thereoffor Loans in Canadian Dollars, as applicableCdn $1,000,000) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans or BA Equivalent Loans are to be prepaid, the Interest Period(s) or BA Equivalent Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.