Common use of Voluntary Prepayments; Reductions in Commitments Clause in Contracts

Voluntary Prepayments; Reductions in Commitments. Borrowers may at any time on at least three (3) Business Days’ prior written notice by Borrower Representative to Agent and Funding Agent permanently reduce (but not terminate) the Commitment; provided that (i) any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof, (ii) the Commitment shall not be reduced to an amount that is less than the amount of the Revolving Loan then outstanding and (iii) after giving effect to such reductions, Borrowers shall comply with Section 2.3(b)(i). In addition, Borrowers may at any time on at least ten (10) days’ prior written notice by Borrower Representative to Agent and Funding Agent terminate the Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 2.2 hereto. Any voluntary prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Any voluntary prepayment and any reduction or termination of the Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 2.11(b). Upon any such reduction or termination of the Commitment, each 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 reduced or terminated, as the case may be; provided that a permanent reduction of the Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied.

Voluntary Prepayments; Reductions in Commitments. Borrowers (i) Borrower may prepay the Term B Loans and/or Revolving Credit Loans at any time (1) on at least three (3) Business Days’ prior written notice notice, in the case of Term SOFR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower Representative to Agent Agent, and Funding Agent Borrower may at any time and from time to time without prior notice permanently reduce (but not terminate) or terminate the Commitmentundrawn Commitments; provided that (i) any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof, thereof and (ii) the Commitment aggregate Revolving Credit Commitments of all Revolving Lenders shall not be reduced to an amount that is less than the amount of the Aggregate Revolving Loan Credit Exposure then outstanding and unless such Revolving Credit Commitment reduction is accompanied by a prepayment of Revolving Credit Loans (iiiand, to the extent necessary, the cash collateralization of Letters of Credit outstanding) after giving effect necessary to such reductions, Borrowers shall comply with Section 2.3(b)(iensure that the Aggregate Revolving Credit Exposure does not exceed the aggregate Revolving Credit Commitments of all Revolving Lenders (as so reduced). In addition, Borrowers may at any time on at least ten (10) days’ prior written notice by if Borrower Representative to Agent and Funding Agent terminate terminates the Commitment; provided that upon such terminationRevolving Credit Commitments in full, all Revolving Credit Loans and other related Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized collateralized, backstopped or otherwise satisfied in accordance with Section 2.2 hereto. Any voluntary prepayments applied to a particular Loan shall be applied ratably to 2.6(c)(ii) hereto upon the portion thereof held by each Lender as determined by its Pro Rata Shareeffectiveness of such termination. Any voluntary prepayment and any reduction or termination of the Commitment must be accompanied by the payment of any LIBOR Term SOFR funding breakage costs costs, as applicable, in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii). Upon any such reduction or termination of the Commitment, each 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 reduced or terminated, as the case may be; provided that a permanent reduction of the Commitment shall require a corresponding pro rata reduction in the L/C Sublimitif any. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described in the applicable notice. If no direction is given as to the application of prepayments in respect of Term B Loans, such prepayments shall be applied first to the amortization payments required by Section 2.2, if any, in direct order of maturity and, thereafter, to the remaining balance of Term B Loans then outstanding.

Voluntary Prepayments; Reductions in Commitments. Borrowers (i) Borrower may prepay the Loans at any time (1) on at least three (3) Business Days’ prior written notice notice, in the case of LIBOR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower Representative to Agent Agent, and Funding Agent Borrower may at any time and from time to time without prior notice permanently reduce (but not terminate) or terminate the Commitmentundrawn Commitments; provided that (i) any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof, (ii) the Commitment shall not be reduced to an amount that is less than the amount of the Revolving Loan then outstanding and (iii) after giving effect to such reductions, Borrowers shall comply with Section 2.3(b)(i). In addition, Borrowers may at any time on at least ten (10) days’ prior written notice by Borrower Representative to Agent and Funding Agent terminate the Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 2.2 hereto. Any voluntary prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Any voluntary prepayment and any reduction or termination of the Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii), if any. Upon any such reduction or termination of the CommitmentCommitments, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf or request Swing Line AdvancesLoans, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described in the applicable notice. If no direction is given as to the application of prepayments, such prepayments shall be applied to the amortization payments required by Section 2.2(c) in direct order of maturity and, thereafter, to the remaining balance of Loans then outstanding.

Voluntary Prepayments; Reductions in Commitments. Borrowers (i) Borrower may prepay the Loans at any time (1) on at least three (3) Business Days’ prior written notice notice, in the case of LIBOR Loans or Term SOFR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower Representative to Agent Agent, and Funding Agent Borrower may at any time and from time to time without prior notice permanently reduce (but not terminate) or terminate the Commitmentundrawn Commitments; provided that (i) any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof, (ii) the Commitment shall not be reduced to an amount that is less than the amount of the Revolving Loan then outstanding and (iii) after giving effect to such reductions, Borrowers shall comply with Section 2.3(b)(i). In addition, Borrowers may at any time on at least ten (10) days’ prior written notice by Borrower Representative to Agent and Funding Agent terminate the Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 2.2 hereto. Any voluntary prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Any voluntary prepayment and any reduction or termination of the Commitment must be accompanied by the payment of any LIBOR or Term SOFR funding breakage costs costs, as applicable, in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii), if any. Upon any such reduction or termination of the CommitmentCommitments, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf or request Swing Line AdvancesLoans, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described in the applicable notice; provided, that no partial prepayment pursuant to this clause (i) shall be applied to the Term B-2 Facility or the Term B-3 Facility on a greater than pro rata basis relative to the Term B Facility based on the aggregate principal amount of Term B Loans and, Term B-2 Loans and Term B-3 Loans outstanding at such time. If no direction is given as to the application of prepayments, such prepayments shall be applied first to the Term B Facility until repaid in full and, second to the Term B-2 Facility, and until paid in full and third to the Term B-3 Facility, and, within each such Facility, to the amortization payments required by Section 2.2, if any, in direct order of maturity and, thereafter, to the remaining balance of Term B Loans or, Term B-2 Loans or Term B-3 Loans, as applicable, then outstanding.

Voluntary Prepayments; Reductions in Commitments. Borrowers (i) Borrower may prepay the Loans at any time (1) on at least three (3) Business Days’ prior written notice notice, in the case of LIBOR Loans or Term SOFR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower Representative to Agent Agent, and Funding Agent Borrower may at any time and from time to time without prior notice permanently reduce (but not terminate) or terminate the Commitmentundrawn Commitments; provided that (i) any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof, (ii) the Commitment shall not be reduced to an amount that is less than the amount of the Revolving Loan then outstanding and (iii) after giving effect to such reductions, Borrowers shall comply with Section 2.3(b)(i). In addition, Borrowers may at any time on at least ten (10) days’ prior written notice by Borrower Representative to Agent and Funding Agent terminate the Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 2.2 hereto. Any voluntary prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Any voluntary prepayment and any reduction or termination of the Commitment must be accompanied by the payment of any LIBOR or Term SOFR funding breakage costs costs, as applicable, in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii), if any. Upon any such reduction or termination of the CommitmentCommitments, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf or request Swing Line AdvancesLoans, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described in the applicable notice; provided, that no partial prepayment pursuant to this clause (i) shall be applied to the Term B-2 Facility on a greater than pro rata basis relative to the Term B Facility based on the aggregate principal amount of Term B Loans and Term B-2 Loans outstanding at such time. If no direction is given as to the application of prepayments within the Facility, the, such prepayments applicable to such Facility shall be applied first to the Term B Facility until repaid in full and second to the Term B-2 Facility, and within each such Facility, to the amortization payments required by Section 2.2, if any, in direct order of maturity and, thereafter, to the remaining balance of Term B Loans or Term B-2 Loans, as applicable, then outstanding.

Voluntary Prepayments; Reductions in Commitments. (i) Borrowers may at any time on at least three (3) Business Days’ prior written notice by Borrower Representative to Agent and Funding Agent permanently reduce (but not terminate) the Tranche A Revolving Loan Commitment; provided that (iA) any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 25,000,000 and integral multiples of $5,000,000 in excess of such amount or a whole multiple thereoffollowing the first such reduction, an amount equal to $50,000,000 minus the amount of such first reduction, (iiB) the Tranche A Revolving Loan Commitment shall not be reduced (except in connection with a termination) by more than $50,000,000 in the aggregate during the term of this Agreement or, in any event, to an amount that is less than the amount of the Tranche A Revolving Loan then outstanding outstanding, and (iiiC) after giving effect to such reductions, Borrowers shall comply with Section 2.3(b)(i1.3(b)(i). In addition, Borrowers may at any time on at least ten five (105) daysBusiness Days’ prior written notice by Borrower Representative to Agent and Funding Agent terminate the Tranche A Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 2.2 Annex B hereto. Any voluntary prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Any voluntary prepayment and any reduction or termination of the Tranche A Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 2.11(b1.13(b). Upon any such reduction or termination of the Tranche A Revolving Loan Commitment, each Borrower’s right to request Tranche A Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Tranche A Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied.

Voluntary Prepayments; Reductions in Commitments. Borrowers (i) Borrower may prepay the Loans at any time (1) on at least three (3) Business Days’ prior written notice notice, in the case of LIBOR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower Representative to Agent Agent, and Funding Agent Borrower may at any time and from time to time without prior notice permanently reduce (but not terminate) or terminate the Commitmentundrawn Commitments; provided that (i) any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof, (ii) the Commitment shall not be reduced to an amount that is less than the amount of the Revolving Loan then outstanding and (iii) after giving effect to such reductions, Borrowers shall comply with Section 2.3(b)(i). In addition, Borrowers may at any time on at least ten (10) days’ prior written notice by Borrower Representative to Agent and Funding Agent terminate the Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 2.2 hereto. Any voluntary prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Any voluntary prepayment and any reduction or termination of the Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii), if any. Upon any such reduction or termination of the CommitmentCommitments, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf or request Swing Line AdvancesLoans, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described in the applicable notice; provided, that each such partial prepayment shall be applied on a pro rata basis between the Facility and the Term B-1 Facility based on the aggregate principal amount of Loans outstanding thereunder at such time. If no direction is given as to the application of prepayments within the Facility or the Term B-1 Facility as applicable, the prepayments applicable to such facilityFacility shall be applied to the amortization payments required by Section 2.2(a) or (b), as applicable, in direct order of maturity and, thereafter, to the remaining balance of Loans then outstanding.