Common use of Prepayment of Loans and B/As Clause in Contracts

Prepayment of Loans and B/As. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing or B/A Drawing of such Borrower, in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section. (b) If the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate Commitments under such Tranche, then (i) on the last day of any Interest Period for any LIBOR Borrowing, CDOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any B/A Drawing under such Tranche and (ii) on each other date on which any ABR Revolving Borrowing, Canadian Prime Rate Borrowing or Swingline Loan shall be outstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of B/As on such day) and (B) the amount of the applicable Revolving Borrowings, B/A Drawings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under any Tranche on the last day of any month (or on any other date specified by Lenders representing more than 50% of the Commitments under such Tranche) shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) of any prepayment of a Borrowing hereunder by email (in .pdf format) or fax of a notice signed by a Financial Officer on behalf of the applicable Borrower (i) in the case of a LIBOR Borrowing denominated in US Dollars, not later than 1:00 p.m., Local Time, three Business Days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (ii) in the case of a CDOR Borrowing denominated in Canadian Dollars, a LIBOR Borrowing denominated in Sterling or an Alternative Currency, a EURIBOR Borrowing or a B/A Drawing, not later than 1:00 p.m., Local Time, three Business Days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Borrowing, not later than 1:00 p.m., Local Time, on the date of such prepayment and (iv) in the case of a Canadian Prime Rate Borrowing, not later than 1:00 p.m., Local Time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09(c), then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.09(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing or B/A Drawing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and in the same currency as provided in Section 2.02 or a drawing of B/As as provided in Section 2.06. Each prepayment of a Borrowing or a B/A Drawing shall be applied ratably to the Loans or B/As included in the prepaid Borrowing or B/A Drawing.

Prepayment of Loans and B/As. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing or B/A Drawing of such Borrower, in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section. (b) If the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate Commitments under such Tranche, then (i) on the last day of any Interest Period for any LIBOR Borrowing, CDOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any B/A Drawing under such Tranche and (ii) on each other date on which any ABR Revolving Borrowing, Canadian Prime Rate Borrowing or Swingline Loan shall be outstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of B/As on such day) and (B) the amount of the applicable Revolving Borrowings, B/A Drawings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under any Tranche on the last day of any month (or on any other date specified by Lenders representing more than 50% of the Commitments under such Tranche) shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) of any prepayment of by a Borrowing hereunder by email (in .pdf format) or fax of a notice signed by a Financial Officer on behalf of the applicable Borrower of any prepayment of a Borrowing hereunder (i) in the case of a LIBOR Borrowing denominated in US Dollars, not later than 1:00 p.m.12:00 noon, Local Time, three Business Days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (ii) in the case of a CDOR LIBOR Borrowing denominated in Canadian Dollars, a LIBOR Borrowing denominated in Sterling or an Alternative Currency, a EURIBOR Borrowing or a B/A Drawing, not later than 1:00 p.m.12:00 noon, Local Time, three Business Days days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, Local Time, on the date of such prepayment and (ivd) in the case of a Canadian Prime Rate Borrowing, not later than 1:00 p.m.12:00 noon, Local Time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09(c), then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.09(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing or B/A Drawing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and in the same currency as provided in Section 2.02 or a drawing of B/As as provided in Section 2.06. Each prepayment of a Borrowing or a B/A Drawing shall be applied ratably to the Loans or B/As included in the prepaid Borrowing or B/A Drawing.

Prepayment of Loans and B/As. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing or B/A Drawing of such Borrower, in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section. (b) If the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate Commitments under such Tranche, then (i) on the last day of any Interest Period for any LIBOR Borrowing, CDOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any B/A Drawing under such Tranche and (ii) on each other date on which any ABR Revolving Borrowing, Canadian Prime Rate Borrowing or Swingline Loan shall be outstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of B/As on such day) and (B) the amount of the applicable Revolving Borrowings, B/A Drawings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under any Tranche on the last day of any month (or on any other date specified by Lenders representing more than 50% of the Commitments under such Tranche) shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) of any prepayment of by a Borrowing hereunder by email (in .pdf format) or fax of a notice signed by a Financial Officer on behalf of the applicable Borrower of any prepayment of a Borrowing hereunder (i) in the case of a LIBOR Borrowing denominated in US Dollars, not later than 1:00 p.m., Local Time, three Business Days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (ii) in the case of a CDOR Borrowing denominated in Canadian Dollars, a LIBOR Borrowing denominated in Sterling or an Alternative Currency, a EURIBOR Borrowing or a B/A Drawing, not later than 1:00 p.m., Local Time, three Business Days days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Borrowing, not later than 1:00 p.m., Local Time, on the date of such prepayment and (iv) in the case of a Tranche One Canadian Prime Rate Borrowing, not later than 1:00 p.m., Local Time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09(c), then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.09(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing or B/A Drawing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and in the same currency as provided in Section 2.02 or a drawing of B/As as provided in Section 2.06. Each prepayment of a Borrowing or a B/A Drawing shall be applied ratably to the Loans or B/As included in the prepaid Borrowing or B/A Drawing.

Prepayment of Loans and B/As. (a) Any Borrower The Borrowers shall have the right at any time and from time to time time, and without premium or penalty, to prepay any Borrowing or and to cash collateralize amounts owed in respect of outstanding B/A Drawing of such Borrower, As in whole or in part, subject to prior notice in accordance with paragraph (d) of this SectionSection and payment of any amounts required under Section 2.16, provided that all voluntary prepayments of Term Loans effected on or prior to the first anniversary of the Effective Date with the proceeds of an issuance or incurrence of Indebtedness by Parent, any Borrower or any other Subsidiary will be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment. Such fee shall be paid by the US Borrower to the Administrative Agent, for the accounts of the relevant Term Lenders, on the date of such prepayment. (b) If In the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate Commitments under event and on such Tranche, then occasion that (i) on the last day of any Interest Period for any LIBOR Borrowing, CDOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any B/A Drawing under such Tranche and (ii) on each other date on which any ABR Revolving Borrowing, Canadian Prime Rate Borrowing or Swingline Loan shall be outstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of B/As on such day) and (B) the amount of the applicable Revolving Borrowings, B/A Drawings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Limited Currency Revolving Credit Exposures under any Tranche on exceeds the last day of any month (or on any other date specified by Lenders representing more than 50% aggregate amount of the Commitments under such TrancheLimited Currency Revolving Commitments, (ii) shall exceed 105% the aggregate amount of the Multicurrency Revolving Exposures exceeds the aggregate amount of the Multicurrency Revolving Commitments, (iii) the aggregate amount of the US Dollar Revolving Exposures exceeds the aggregate amount of the US Dollar Revolving Commitments under such Trancheor (iv) the aggregate amount of the Foreign Currency Revolving Exposures exceeds the Foreign Currency Sublimit (in each case, then other than solely as a result of changes in Exchange Rates), then, in each case, the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings under or cash collateralize amounts owing in respect of outstanding B/As (or, if no such Tranche Borrowings or B/As are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate principal amount sufficient to eliminate the applicable excess. If on any Reset Date and solely as a result of changes in Exchange Rates, (i) the aggregate amount of the Limited Currency Revolving Exposures exceeds 105% of the aggregate amount of the Limited Currency Revolving Commitments, (ii) the aggregate amount of the Multicurrency Revolving Exposures exceeds 105% of the aggregate amount of the Multicurrency Revolving Commitments, or (iii) the aggregate amount of the Foreign Currency Revolving Exposures exceeds 105% of the Foreign Currency Sublimit, then, in each case, the Borrowers shall, not later than the next Business Day, prepay one or more Borrowings or cash collateralize amounts owing in respect of outstanding B/As (or, if no such Borrowings or B/As are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount sufficient to eliminate the applicable excess. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Parent, any Borrower or any other Subsidiary in respect of any Prepayment Event, the Borrowers shall, within ten Business Days after such Net Proceeds are received, prepay Term Borrowings in an aggregate amount equal to such Net Proceeds, provided that in the case of any event described in clause (a) or (b) of the definition of the term Prepayment Event, if the US Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer (i) to the effect that Parent, the US Borrower or any other Subsidiary intends to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, (A) in the case of any sale, transfer or other disposition of real property or interests therein of Parent, any Borrower or any other Subsidiary, to acquire (including through the acquisition of a Person substantially all of whose assets consist of real property or interests therein), improve, enlarge, develop or make Capital Expenditures with respect to real property or interests therein to be used in the business of Parent, the Borrowers and the other Subsidiaries or (B) in the case of any other sale of property or assets of Parent, any Borrower or any other Subsidiary, to acquire (including through the acquisition of a Person substantially all of whose assets consist of equipment or other tangible personal property), improve, enlarge, develop or make Capital Expenditures in respect of equipment or other tangible personal property to be used in the business of Parent, the Borrowers and the other Subsidiaries, provided that if the Net Proceeds from such other sale of property or assets of Parent, any Borrower or any other Subsidiary do not exceed US$500,000 (or the US Dollar Equivalent thereof), such Net Proceeds may also be applied to acquire (including through the acquisition of a Person substantially all of whose assets consist of real property or interests therein), improve, enlarge, develop or make Capital Expenditures with respect to real property or interests therein to be used in the business of Parent, the Borrowers and the other Subsidiaries and (ii) certifying that no Default has occurred and is continuing, then, in each case, no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom that (x) with respect to any sale, transfer or other disposition of real property or interests therein, Parent, any Borrower or any other Subsidiary have not so applied by the end of such 365-day period or entered into contractual arrangements to so apply (and actually so apply) by the date that is 180 days after the end of such 365-day period and (y) with respect to any other sale, transfer or other disposition, Parent, any Borrower or any other Subsidiary have not so applied by the end of such 365-day period. (d) Prior to any optional or mandatory prepayment of Borrowings hereunderor cash collateralization of amounts owing in respect of outstanding B/A Drawings, the applicable Borrower shall select the Borrowing or Borrowings and the B/A Drawing or Drawings to be prepaid or cash collateralized and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. (de) The applicable Borrower shall notify the Administrative Applicable Agent by telephone (and, confirmed by telecopy) or by telecopy of any prepayment hereunder (i) in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) of any prepayment of a Borrowing hereunder by email (in .pdf format) or fax of a notice signed by a Financial Officer on behalf of the applicable Borrower (i) in the case of a LIBOR Borrowing denominated in US DollarsEurocurrency Revolving Borrowing, not later than 1:00 p.m.11:00 a.m., Local Timetime, three Business Days before the date of such prepayment (orprepayment, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), or (ii) in the case of a CDOR Borrowing denominated in Canadian Dollars, a LIBOR Borrowing denominated in Sterling or prepayment of an Alternative Currency, a EURIBOR ABR Borrowing or a Canadian Base Rate Borrowing or cash collateralization of a B/A Drawing, not later than 1:00 p.m.11:00 a.m., Local Timetime, three one Business Days Day before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Borrowing, not later than 1:00 p.m., Local Time, on the date of such prepayment and (iv) in the case of a Canadian Prime Rate Borrowing, not later than 1:00 p.m., Local Time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment or cash collateralization date and the principal amount of each Borrowing or portion thereof thereof, or amount owed in respect of an outstanding B/A Drawing or portion thereof, to be prepaid; prepaid or cash collateralized, provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09(c)2.08, then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.09(c)2.08. Promptly following receipt of any such noticenotice relating to a Borrowing or B/A, the Administrative Applicable Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing or cash collateralization of amounts owing in respect of a B/A Drawing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and in the same currency as provided in Section 2.02 or a drawing an acceptance and purchase of B/As as provided in Section 2.062.20. Each prepayment of a Borrowing or cash collateralization of a B/A Drawing shall be applied ratably to the Loans or B/As included in the prepaid Borrowing or the B/As included in such B/A Drawing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.

Prepayment of Loans and B/As. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing or B/A Drawing of such Borrower, in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section. (b) If the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate Commitments under such Tranche, then (i) on the last day of any Interest Period for any LIBOR Borrowing, CDOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any B/A Drawing under such Tranche and (ii) on each other date on which any ABR Revolving Borrowing, Canadian Prime Rate Borrowing or Swingline Loan shall be outstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of B/As on such day) and (B) the amount of the applicable Revolving Borrowings, B/A Drawings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under any Tranche on the last day of any month (or on any other date specified by Lenders representing more than 50% of the Commitments under such Tranche) shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) of any prepayment of by a Borrowing hereunder by email (in .pdf format) or fax of a notice signed by a Financial Officer on behalf of the applicable Borrower of any prepayment of a Borrowing hereunder (i) in the case of a LIBOR Borrowing denominated in US Dollars, not later than 1:00 p.m.12:00 noon, Local Time, three Business Days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (ii) in the case of a CDOR Borrowing denominated in Canadian Dollars, a LIBOR Borrowing denominated in Sterling or an Alternative Currency, a EURIBOR Borrowing or a B/A Drawing, not later than 1:00 p.m.12:00 noon, Local Time, three Business Days days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, Local Time, on the date of such prepayment and (iv) in the case of a Tranche One Canadian Prime Rate Borrowing, not later than 1:00 p.m.12:00 noon, Local Time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09(c), then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.09(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing or B/A Drawing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and in the same currency as provided in Section 2.02 or a drawing of B/As as provided in Section 2.06. Each prepayment of a Borrowing or a B/A Drawing shall be applied ratably to the Loans or B/As included in the prepaid Borrowing or B/A Drawing.