Common use of Voluntary Prepayments Commitment Reductions Clause in Contracts

Voluntary Prepayments Commitment Reductions. (a) Prior to the Stated Maturity Date, the Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided, however, that: (i) all such voluntary prepayments shall require notice on or before 11:00 A.M. (New York City time) not less than one (1) nor more than five (5) Business Days’ in advance of any prepayment of any Loan (or such shorter or longer period as the Administrative Agent may agree to in its reasonable discretion); and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 (or in the case of Swingline Loans, an aggregate minimum amount of $250,000 and an integral multiple of $100,000) or, if less, the aggregate principal amount of the relevant Loans outstanding hereunder. (b) The Borrower may, from time to time on any Business Day after the Effective Date, voluntarily reduce the unused amount of any Commitment, the Swingline Loan Commitment, the Letter of Credit (Revolver) Sublimit and the Letter of Credit (MDT) Sublimit; provided, however, that (i) all such reductions shall be made on not less than one (1) nor more than five (5) Business Days’ prior notice to the Administrative Agent and be permanent, (ii) any partial reduction of the unused amount of such Commitment, Swingline Loan Commitment, Letter of Credit (Revolver) Sublimit or Letter of Credit (MDT) Sublimit shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and (iii) the applicable Loans shall have been prepaid to the extent required by Section 3.1.2 or pursuant to Section 4.12(c) or the Letter of Credit Liability corresponding to such Aggregate Letter of Credit (Revolver) Usage or Aggregate Letter of Credit (MDT) Usage, as applicable, shall have been collateralized in accordance with Section 4.14.

Voluntary Prepayments Commitment Reductions. (ai) Prior to The Borrower shall have the Stated Maturity Date, the Borrower may, right at any time and from time to time on to prepay any Business Day, make a voluntary prepayment, Obligations in whole or in part, subject to the following notice requirements. The Borrower shall notify the Agent in writing of the outstanding principal amount of the Loans; providedany prepayment hereunder not later than 11:00 a.m., however, that: (i) all such voluntary prepayments shall require notice on or before 11:00 A.M. (New York City time, three Business Days before the date of the prepayment, and in the case of prepayment of any Obligation associated with a Swing Line Advance, not later than 12:00 noon, New York City time, on the date of the prepayment. (ii) not less than one (1) nor more than five (5) The Borrower may at any time on at least three Business Days’ in advance of any prepayment of any Loan prior written notice to the Agent (or such shorter or longer period of time as the Administrative Agent may agree to in its reasonable sole discretion)) terminate the Revolving Loan Commitments of all the Lenders; and (ii) provided that upon such termination, all such voluntary partial prepayments Advances and other Obligations shall be immediately due and payable in an aggregate minimum amount of $1,000,000 full and an integral multiple of $500,000 (or in the case of Swingline Loans, an aggregate minimum amount of $250,000 and an integral multiple of $100,000) or, if less, the aggregate principal amount of the relevant Loans outstanding hereunder. (b) The Borrower may, from time to time on any Business Day after the Effective Date, voluntarily reduce the unused amount of any Commitment, the Swingline Loan Commitment, the all Letter of Credit (Revolver) Sublimit and the Letter of Credit (MDT) Sublimit; provided, however, that (i) all such reductions Obligations shall be made on not less than one (1) nor more than five (5) Business Days’ prior notice to the Administrative Agent and be permanent, (ii) any partial reduction cash collateralized or otherwise satisfied in accordance with Annex A. Such voluntary termination of the unused amount Revolving Loan Commitments must be accompanied by payment of such Commitment, Swingline Loan Commitment, Letter of Credit (Revolver) Sublimit or Letter of Credit (MDT) Sublimit shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and (iii) the applicable Loans shall have been prepaid to the extent required by Section 3.1.2 or pursuant to Section 4.12(c) or the Letter of Credit Liability corresponding to such Aggregate Letter of Credit (Revolver) Usage or Aggregate Letter of Credit (MDT) Usage, as applicable, shall have been collateralized any funding breakage costs in accordance with Section 4.142.5(d). Upon any such termination of the Revolving Loan Commitments, the Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently terminated, and all of the Obligations shall, if not sooner paid or required to be paid pursuant to this Agreement or any other Loan Document, be due and payable in full on the effective date of such termination of the Revolving Loan Commitments.

Voluntary Prepayments Commitment Reductions. (a) Prior to the Stated Maturity Date, the Borrower Borrowers may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided, however, that: (i) all such voluntary prepayments shall require notice on or before 11:00 A.M. a.m. (New York City time) not less than one (1) nor more than five (5) Business Days’ in advance of any prepayment of any Loan (or such shorter or longer period as the Administrative Agent may agree to in its reasonable discretion); and; (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 (or in the case of Swingline Loans, an aggregate minimum amount of $250,000 and an integral multiple of $100,000) or, if less, the aggregate principal amount of the relevant Loans outstanding hereunder; and (iii) all such prepayments shall be made pro rata among Loans having the same Interest Period. (b) The Borrower Borrowers may, from time to time on any Business Day after the Effective Date, voluntarily reduce the unused amount of any Commitment, the Swingline Loan Commitment, the Letter of Credit (Revolver) Sublimit Commitment and the Letter of Credit (MDT) Sublimit; provided, however, that (i) all such reductions shall be made on not less than one (1) nor more than five (5) Business Days’ prior notice to the Administrative Agent and be permanent, (ii) any partial reduction of the unused amount of such Commitment, Swingline Loan Commitment, Letter of Credit (Revolver) Sublimit Commitment or Letter of Credit (MDT) Sublimit shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and (iii) the applicable Loans shall have been prepaid to the extent required by Section 3.1.2 or pursuant to Section 4.12(c) or the Letter of Credit Liability corresponding to all such Aggregate Letter of Credit (Revolver) Usage or Aggregate Letter of Credit (MDT) Usage, as applicable, shall have been collateralized in accordance with Section 4.14.

Voluntary Prepayments Commitment Reductions. (a) Prior to the Stated Maturity Date, the Borrower Company may, from time upon written or telephonic notice to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided, however, that: (i) all such voluntary prepayments shall require notice Administrative Agent on or before 11:00 A.M. prior to 12:00 noon (New York City time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount. Company may, upon not less than one (1) nor more than five Business Day’s prior written or telephonic notice, in the case of Base Rate Loans, and three (53) Business Days’ prior written or telephonic notice, in advance the case of any prepayment of any Loan (or such shorter or longer period as the Eurodollar Rate Loans, in each case given to Administrative Agent by 12:00 noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time prepay any Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount in the case of Term Loans and $100,000 and integral multiples of $500,000 in excess of that amount in the case of Revolving Loans; provided, however, that a Eurodollar Rate Loan may agree only be prepaid on the expiration of the Interest Period applicable thereto unless Company pays Lenders any amount required pursuant to Section 2.18(c) on the date of such prepayment. Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in its reasonable discretion)such notice shall become due and payable on the prepayment date specified therein; andprovided that Company may rescind or postpone any such notice of prepayment if such prepayment would have resulted from a refinancing of all of the Loans and such refinancing shall not be consummated or otherwise shall be delayed. (iib) all Company may, upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such voluntary proposed termination or reduction; provided, any such partial prepayments reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $1,000,000 2,000,000 and an integral multiple multiples of $500,000 1,000,000 in excess of that amount. Company’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in Company’s notice and shall reduce the case Revolving Loan Commitment of Swingline Loanseach Lender having Revolving Credit Exposure proportionately to its Pro Rata Share (determined with respect to Revolving Loan Commitments); provided that Company may rescind or postpone any such notice of termination of the Revolving Loan Commitments if such termination would have resulted from a refinancing of all of the Loans and such refinancing shall not be consummated or otherwise shall be delayed. (c) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement, so long as (i) there is no Default, (ii) there is no Event of Default and (iii) no Default or Event of Default would result therefrom, Company may repurchase outstanding Term Loans on the following bases: (i) Company may repurchase on a non-pro rata basis all or any portion of the Term Loans of one or more Lenders pursuant to an Assignment Agreement, between Company and such Lender or Lenders in an aggregate minimum principal amount not to exceed 30% of $250,000 and an integral multiple of $100,000) or, if less, the initial aggregate principal amount of the relevant Term Loans outstanding hereunder.with respect to all such repurchases pursuant to this clause (i); provided that, with respect to such repurchases, Company shall simultaneously provide a copy of such Assignment Agreement and any other agreements between Company and such Lender with respect to such repurchase to Administrative Agent and GSCP; (bii) The Borrower mayIn addition, from time Company may make one or more offers (each, an “Offer”) to time on repurchase all or any Business Day after portion of the Effective Date, voluntarily reduce the unused amount of any CommitmentTerm Loans (such Term Loans, the Swingline Loan Commitment“Offer Loans”) of Lenders, the Letter of Credit (Revolver) Sublimit and the Letter of Credit (MDT) Sublimit; provided, however, that (iA) all Company delivers a notice of such reductions shall Offer to Administrative Agent (to be made on not less distributed to the Lenders) no later than one 12:00 noon (1New York City time) nor more than at least five (5) Business Days’ prior notice Days in advance of a proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum dollar amount of the Offer, (3) the repurchase price per dollar of principal amount of such Offer Loans at which Company is willing to repurchase the Offer Loans and (4) the instructions, consistent with this Section 2.12(c) with respect to the Offer (which shall be reasonably acceptable to Company, Administrative Agent and be permanentGSCP), that a Lender must follow in order to have its Offer Loans repurchased; (iiB) any partial reduction the maximum dollar amount of the unused Offer shall be no less than an aggregate $1,000,000; (C) Company shall hold the Offer open for a minimum period of two (2) Business Days; (D) a Lender who elects to participate in the Offer may choose to tender all or part of such Lender’s Offer Loans; and (E) the Offer shall be made to Lenders holding the Offer Loans on a pro rata basis in accordance with their Pro Rata Shares; provided, further that, if any Lender elects not to participate in the Offer, either in whole or in part, the amount of such Commitment, Swingline Loan Commitment, Letter of Credit (Revolver) Sublimit or Letter of Credit (MDT) Sublimit Lender’s Offer Loans not being tendered shall be excluded in a minimum calculating the pro rata amount applicable to the balance of $1,000,000 and in an integral multiple of $500,000 and such Offer Loans; (iii) With respect to all repurchases made by Company pursuant to this Section 2.12(c), (A) Company shall pay all accrued and unpaid interest, if any, on the applicable repurchased Term Loans to the date of repurchase of such Term Loans (B) Company shall have been prepaid provided to all Lenders all information that, together with any previously provided information, would satisfy the requirements of Rule 10b-5 of the Exchange Act with respect to an offer by Company to repurchase securities registered under the Securities Act (whether or not such securities are outstanding) as if such offer was being made as of the date of such repurchase of Term Loans from a Lender and (C) such repurchases shall not be deemed to be voluntary prepayments pursuant to this Section 2.12, Section 2.13 or 2.16 hereunder except that the amount of the Loans so repurchased shall be applied on a pro rata basis to reduce the scheduled remaining Installments of principal on such Term Loan; (iv) Following repurchase by Company pursuant to this Section 2.12(c), the Term Loans so repurchased shall be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Company), for all purposes of this Agreement and all other Credit Documents, including, but not limited to (A) the making of, or the application of, any payments to the extent Lenders under this Agreement or any other Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Credit Document or (C) the determination of Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Credit Document. Any payment made by Company in connection with a repurchase permitted by this Section 2.12(c) shall not be subject to the provisions of either Section 2.16 or Section 2.17. Failure by Company to make any payment to a Lender required by an agreement permitted by this Section 3.1.2 2.12(c) shall not constitute an Event of Default under Section 8.1(a); and (v) Notwithstanding any of the provisions set forth in this Agreement to the contrary, Company, the Lenders and Agents hereby agree that nothing in this Agreement shall be understood to mean or pursuant to Section 4.12(c) suggest that the Term Loans constitute “securities” for purposes of either the Securities Act or the Letter of Credit Liability corresponding to such Aggregate Letter of Credit (Revolver) Usage or Aggregate Letter of Credit (MDT) Usage, as applicable, shall have been collateralized in accordance with Section 4.14Exchange Act.

Voluntary Prepayments Commitment Reductions. (a) Prior to the Stated Maturity Date, the Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided, however, that: (i) all such voluntary prepayments shall require notice on or before 11:00 A.M. (New York City time) not less than one (1) nor more than five (5) Business Days’ in advance of any prepayment of any Loan (or such shorter or longer period as the Administrative Agent may agree to in its reasonable discretion); and; (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 (or in the case of Swingline Loans, an aggregate minimum amount of $250,000 and an integral multiple of $100,000) or, if less, the aggregate principal amount of the relevant Loans outstanding hereunder; and (iii) all such prepayments shall be made pro rata among Loans having the same Interest Period. (b) The Borrower may, from time to time on any Business Day after the Effective Date, voluntarily reduce the unused amount of any Commitment, the Swingline Loan Commitment, the Letter of Credit (Revolver) Sublimit Commitment and the Letter of Credit (MDT) Sublimit; provided, however, that (i) all such reductions shall be made on not less than one (1) nor more than five (5) Business Days’ prior notice to the Administrative Agent and be permanent, (ii) any partial reduction of the unused amount of such Commitment, Swingline Loan Commitment, Letter of Credit (Revolver) Sublimit Commitment or Letter of Credit (MDT) Sublimit shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and (iii) the applicable Loans shall have been prepaid to the extent required by Section 3.1.2 or pursuant to Section 4.12(c) or the Letter of Credit Liability corresponding to all such Aggregate Letter of Credit (Revolver) Usage or Aggregate Letter of Credit (MDT) Usage, as applicable, shall have been collateralized in accordance with Section 4.14.

Voluntary Prepayments Commitment Reductions. (a) Prior to the Stated Maturity Date, the Borrower Borrowers may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided, however, that: (i) all such voluntary prepayments shall require notice on or before 11:00 A.M. (New York City time) not less than one (1) nor more than five (5) Business Days’ in advance of any prepayment of any Loan (or such shorter or longer period as the Administrative Agent may agree to in its reasonable discretion); and; (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 (or in the case of Swingline Loans, an aggregate minimum amount of $250,000 and an integral multiple of $100,000) or, if less, the aggregate principal amount of the relevant Loans outstanding hereunder; and (iii) all such prepayments shall be made pro rata among Loans having the same Interest Period. (b) The Borrower Borrowers may, from time to time on any Business Day after the Effective Date, voluntarily reduce the unused amount of any Commitment, the Swingline Loan Commitment, the Letter of Credit (Revolver) Sublimit Commitment and the Letter of Credit (MDT) Sublimit; provided, however, that (i) all such reductions shall be made on not less than one (1) nor more than five (5) Business Days’ prior notice to the Administrative Agent and be permanent, (ii) any partial reduction of the unused amount of such Commitment, Swingline Loan Commitment, Letter of Credit (Revolver) Sublimit Commitment or Letter of Credit (MDT) Sublimit shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and (iii) the applicable Loans shall have been prepaid to the extent required by Section 3.1.2 or pursuant to Section 4.12(c) or the Letter of Credit Liability corresponding to all such Aggregate Letter of Credit (Revolver) Usage or Aggregate Letter of Credit (MDT) Usage, as applicable, shall have been collateralized in accordance with Section 4.14.

Voluntary Prepayments Commitment Reductions. (a) Prior to the Stated Maturity Date, the Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided, however, that: (i) all such voluntary prepayments shall require notice on or before 11:00 A.M. a.m. (New York City time) not less than one (1) nor more than five (5) Business Days’ in advance of any prepayment of any Loan (or such shorter or longer period as the Administrative Agent may agree to in its reasonable discretion); and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 (or in the case of Swingline Loans, an aggregate minimum amount of $250,000 and an integral multiple of $100,000) or, if less, the aggregate principal amount of the relevant Loans outstanding hereunder. (b) The Borrower may, from time to time on any Business Day after the Effective Date, voluntarily reduce the unused amount of any Commitment, the Swingline Loan Commitment, the Letter of Credit (Revolver) Sublimit and the Letter of Credit (MDT) Sublimit; provided, however, that (i) all such reductions shall be made on not less than one (1) nor more than five (5) Business Days’ prior notice to the Administrative Agent and be permanent, (ii) any partial reduction of the unused amount of such Commitment, Swingline Loan Commitment, Letter of Credit (Revolver) Sublimit or Letter of Credit (MDT) Sublimit shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and (iii) the applicable Loans shall have been prepaid to the extent required by Section 3.1.2 or pursuant to Section 4.12(c) or the Letter of Credit Liability corresponding to such Aggregate Letter of Credit (Revolver) Usage or Aggregate Letter of Credit (MDT) Usage, as applicable, shall have been collateralized in accordance with Section 4.14.

Voluntary Prepayments Commitment Reductions. (a) Prior to the Stated Maturity Date, the Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided, however, that: (i) all such voluntary prepayments shall require notice on or before 11:00 A.M. a.m. (New York City time) not less than one (1) nor more than five (5) Business Days’ in advance of any prepayment of any Loan (or such shorter or longer period as the Administrative Agent may agree to in its reasonable discretion); and; (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 (or in the case of Swingline Loans, an aggregate minimum amount of $250,000 and an integral multiple of $100,000) or, if less, the aggregate principal amount of the relevant Loans outstanding hereunder; and (iii) all such prepayments shall be made pro rata among Loans having the same Interest Period. (b) The Borrower may, from time to time on any Business Day after the Effective Date, voluntarily reduce the unused amount of any Commitment, the Swingline Loan Commitment, the Letter of Credit (Revolver) Sublimit Commitment and the Letter of Credit (MDT) Sublimit; provided, however, that (i) all such reductions shall be made on not less than one (1) nor more than five (5) Business Days’ prior notice to the Administrative Agent and be permanent, (ii) any partial reduction of the unused amount of such Commitment, Swingline Loan Commitment, Letter of Credit (Revolver) Sublimit Commitment or Letter of Credit (MDT) Sublimit shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and (iii) the applicable Loans shall have been prepaid to the extent required by Section 3.1.2 or pursuant to Section 4.12(c) or the Letter of Credit Liability corresponding to all such Aggregate Letter of Credit (Revolver) Usage or Aggregate Letter of Credit (MDT) Usage, as applicable, shall have been collateralized in accordance with Section 4.14.