Example ContractsClausesadvancing of non pro rata revolving loansVariants
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Revolving Loans. Each Borrower may, upon notice from the applicable Borrower to the applicable Administrative Agent, at any time or from time to time voluntarily prepay its Revolving Loans in whole or in part without premium or penalty; provided that # such notice must be received # with respect to Loans made to the Parent Borrower, by the Domestic Administrative Agent not later than 11:00 a.m. (x) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and # on the date of prepayment of Base Rate Loans and # with respect to Loans made to the Canadian Borrower, by the Canadian Administrative Agent not later than 11:00 a.m. (x) four Business Days prior to any date of prepayment of CDOR Rate Loans and # on the date of prepayment of Base Rate Loans; # any such prepayment of Eurodollar Rate Loans or CDOR Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and # any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 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. The applicable Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a 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, a notice of prepayment of Revolving Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan or CDOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Revolving Loans. EachLoans and Term Loan. The Borrower may, upon notice from the applicable Borrower to the applicable Administrative Agent, at any time or from time to time voluntarily prepay its Revolving Loans and/or the Term Loan in whole or in part without premium or penalty; provided that # such notice must be received # with respect to Loans madein a form acceptable to the Parent Borrower,Administrative Agent and be received by the Domestic Administrative Agent not later than 11:1:00 a.p.m. (x)(A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and # on the date of prepayment of Base Rate Loans and # with respect to Loans made to the Canadian Borrower, by the Canadian Administrative Agent not later than 11:00 a.m. (x) four Business Days prior to any date of prepayment of CDOR Rate Loans and # on the date of prepayment of Base Rate Loans; # any such prepayment of Eurodollar Rate Loans or CDOR Rate Loans shall be in a principal amount of $2,$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of $1,000,$500,000 or a whole multiple of $500,$100,000 in excess thereof (or,or, in each case, if less, the entire principal amount thereof then outstanding).outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The applicable Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by athe Borrower, suchthe 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, a notice of prepayment of Revolving Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.therein. Any prepayment of a Eurodollar Rate Loan or CDOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section[Section 3.05.05]. Subject to Section[Section 2.15,16], each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Subject to the foregoing terms, amounts prepaid under this [Section 2.05(a)(i)] shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to Revolving Loans and then to the Term Loan (in direct order of remaining amortization installments), and first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities.

Revolving Loans. Each BorrowerThe may, upon notice from the applicable Borrower to the applicable [[Administrative Agent,Agent:Organization]], at any time or from time to time voluntarily prepay itsTerm Loans and Revolving Loans in whole or in part without premium or penalty; provided that # such notice must be received # with respect to Loans made to the Parent Borrower, by the Domestic [[Administrative AgentAgent:Organization]] not later than 11:10:00 a.m. (x)(1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and # on the date of prepayment of Base Rate Loans and # with respect to Loans made to the Canadian Borrower, by the Canadian Administrative Agent not later than 11:00 a.m. (x) four Business Days prior to any date of prepayment of CDOR Rate Loans and # on the date of prepayment of Base Rate Loans; # any such prepayment of Eurodollar Rate Loans or CDOR Rate Loans shall be in a principal amount of $2,$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of $1,000,$500,000 or a whole multiple of $500,$100,000 in excess thereof (or,or, in each case, if less, the entire principal amount thereof then outstanding).outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The applicable [[Administrative AgentAgent:Organization]] will promptly notify each Lender[[Organization A:Organization]] of its receipt of each such notice, and of the amount of such Lender’[[Organization A:Organization]]’s ratable portion of such prepayment (based on such [[Organization A:Organization]]s Applicable Percentage in respect of such prepayment.the relevant Facility). If such notice is given by a Borrower, such Borrowerthe , the shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, a notice of prepayment of Revolving Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.therein. Any prepayment of a Eurodollar Rate Loan or CDOR Rate Loanprincipal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section[Section 3.05.05]. Subject to Section[Section 2.15, each15], such prepaymentprepayments shall be appliedpaid to the Loans of the Lenders in accordance with their respective Applicable Percentages. Percentages in respect of each of the relevant Facilities.

Revolving Loans. EachThe Borrower may, upon notice from the applicable Borrower to the applicable Administrative Agent,Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay its Revolving Loans in whole or in part without premium or penalty;penalty subject to [Section 3.05]; provided thatthat, unless otherwise agreed by the Administrative Agent, # such notice must be received # with respect to Loans made to the Parent Borrower, by the Domestic Administrative Agent not later than 11:00 a.m. (x)(1) three (3) Business Days prior to any date of prepayment of EurodollarEurocurrency Rate Loans, andLoans denominated in Dollars, # onfour (4) Business Days (or five (5), in the datecase of prepayment of Base Rate Loans and # with respect to Loans made to the Canadian Borrower, by the Canadian Administrative Agent not later than 11:00 a.m. (x) four Business Daysdenominated in Special Notice Currencies) prior to any date of prepayment of CDOREurocurrency Rate Loans denominated in Alternative Currencies, and # on the date of prepayment of Base Rate Loans; # any such prepayment of EurodollarEurocurrency Rate Loans or CDOR Rate Loansdenominated in Dollars shall be in a principal amount of $2,000,500,000 or a whole multiple of $1,000,$500,000 in excess thereof (or, if less, the entirethereof; # any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount thereof then outstanding)of $2,500,000 or a whole multiple of $500,000 in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of $1,000,$500,000 or a whole multiple of $500,$100,000 in excess thereof (or,or, in each case, if less, the entire principal amount thereof then outstanding).outstanding. Each such notice shall specify the datedate, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid.prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The applicable Administrative 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 Applicable Percentage in respect of such prepayment.the relevant Facility). If such notice is given by athe Borrower, suchthe 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, a notice of prepayment of Revolving Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.therein. Any prepayment of a Eurodollar Rate Loan or CDOREurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section[Section 3.05.05]. Subject to Section 2.15, each such prepaymentprepayments shall be appliedpaid to the Loans of the Lenders in accordance with their respective Applicable Percentages. Percentages in respect of each of the relevant Facilities.

Revolving Loans. Each Borrower may, upon notice from the applicable Borrower(which notice shall be in a form acceptable to the applicable AdministrativeAgent) to the applicable Agent, at any time or from time to timetime, voluntarily prepay its Revolving Loans in whole or in part without premium or penalty; provided thatprovided, that, unless otherwise agreed by the applicable Agent: # such notice must be received # with respect to Loans made to the Parent Borrower, by the Domestic Administrativesuch Agent not later than 11:00 a.m. (x) three(local time for such Agent) # one (1) Business DaysDay prior to any date of prepayment of EurodollarDomestic Revolving Loans (other than Domestic Base Rate Loans), Canadian Revolving Loans, and PR Revolving Loans (other than Domestic Base Rate Loans), and U.K. Revolving Loans (other than Domestic Base Rate Loans), and # on the date of prepayment of Base Rate Loans and # with respect to Loans made to the Canadian Borrower, by the Canadian Administrative Agent not later than 11:00 a.m. (x) four Business Days prior to any date of prepayment of CDOR Rate Loans and # on the date of prepayment ofDomestic Base Rate Loans; # any such prepayment of Domestic Revolving Loans that are Eurodollar Rate Loans or CDOR RateRateTerm SOFR Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and # any prepayment of Base Rate Loans shall be in a principal amount of $1,$5,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); # any prepayment of PR Revolving Loans that are Eurodollar RateTerm SOFR Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); # any prepayment of Domestic Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and # any prepayment of Canadian Revolving Loans shall be in a principal amount of C$1,000,000 (or the Dollar Equivalent thereof, as applicable) or a whole multiple of C$100,000 (or the Dollar Equivalent thereof, as applicable) in excess thereof (or, if less, the entire principal amount thereof then outstanding); and # any prepayment of U.K. Revolving Loans shall be in a principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,000 in denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the datedate, amount and amountcurrency of such prepayment and the Type(s) of Revolving Loans to be prepaid.prepaid, and if Eurodollar Rate Loans or Alternative Currency Term RateSOFR Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The applicable Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a 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, a notice of prepayment of Revolving Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.therein. Any prepayment of a Eurodollar Rate Loan or CDOR Rateany Revolving Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15,17, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages.

Revolving Loans. Each Borrower may, upon notice from the applicable BorrowerCompany to the applicable Administrative Agent,Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay itsTerm Loans and Revolving Credit Loans in whole or in part without premium or penalty;penalty (except # in the case of Loans other than Base Rate Loans, amounts payable pursuant to [Section 3.05] and # with respect to Term BB-1 Loans, as set forth in [Section 2.05(c)]); provided that # such notice must be received # with respect to Loans made to the Parent Borrower, by the Domestic Administrative Agent not later than 11:00 a.m. (x)(A) three Business Days prior to any date of prepayment of EurodollarEurocurrency Rate Loans, andLoans denominated in Dollars, # onfour Business Days (or five, in the datecase of prepayment of Base Rate Loans and # with respect to Loans made to the Canadian Borrower, by the Canadian Administrative Agent not later than 11:00 a.m. (x) four Business Daysdenominated in Special Notice Currencies) prior to any date of prepayment of CDOREurocurrency Rate Loans denominated in Alternative Currencies, and # on the date of prepayment of Base Rate Loans; # any such prepayment of EurodollarEurocurrency Rate Loans or CDOR Rate Loansdenominated in Dollars shall be in a principal amount of $2,$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entirethereof; # any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount thereof then outstanding)of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of $1,000,$500,000 or a whole multiple of $500,$100,000 in excess thereof (or,or, in each case, if less, the entire principal amount thereof then outstanding).outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The applicable Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, suchthe Company, the applicable 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, a notice of prepayment of Revolving Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.therein. Any prepayment of # a Eurodollar Rate Loan or CDOREurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section[Section 3.05. Subject05] and # Term BB-2 Loans hereunder shall be subject to Section[Section 2.15, each such05(c)]. Each prepayment of the outstanding Term Loans pursuant to this [Section 2.05(a)] shall be applied # as among the different Classes of Term Loans, as directed by the Company and # with respect to a specific Class of Term Loans, to the principal repayment installments thereof as directed by the Company. Each prepayment of other Term Loans established or extended pursuant to [Section 2.17, 2.18 or 2.19]9]9] shall be applied as set forth in the applicable Additional Credit Extension Amendment; provided that any such Additional Credit Extension Amendment shall not permit prepayments of Extended Term Loans established pursuant to [Section 2.19] to be applied on a greater than pro rata basis than the Class of Term Loans being extended. The prepayment of Revolving Credit Loans shall be made on a pro rata basis across all Revolving Credit Loans (except, with respect to Revolving Credit Loans established pursuant to [Section 2.17, 2.18 or 2.19]9]9], to the extent that any applicable Additional Credit Extension Amendment provides that the Revolving Credit Loans established thereunder shall be entitled to less than pro rata treatment). Each such prepayment under this [Section 2.05(a)(i)] shall be paid to the Lenders in accordance with their respective Applicable Percentages. Percentages in respect of each of the relevant Facilities.

Revolving Loans. Each BorrowerPrepayments. Subject to Section 3.05, the Borrowers may, upon notice from the applicable Borrower to the applicable Administrative Agent, at any time or from time to timetime, voluntarily prepay its Revolving Loans in whole or in part without premium or penalty; provided that # such notice must be received # with respect to Loans made to the Parent Borrower, by the Domestic Administrative Agent not later than 11:00 a.m. (x)(A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and # on the date of prepayment of Base Rate Loans and # with respect to Loans made to the Canadian Borrower, by the Canadian Administrative Agent not later than 11:00 a.m. (x) four Business Days prior to any date of prepayment of CDOR Rate Loans and # on the date of prepayment of Base Rate Loans; # any such prepayment of Eurodollar Rate Loans or CDOR Rate Loans shall be in a principal amount of $2,$5,000,000 or a whole multiple of $1,000,$500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of $1,000,$500,000 or a whole multiple of $500,$100,000 in excess thereof (or,or, in each case, if less, the entire principal amount thereof then outstanding).outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The applicable Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrowerthe Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, a notice of prepayment of Revolving Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.therein. Any prepayment of a Eurodollar Rate Loan or CDOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, eachEach such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Revolving Loans. EachThe Borrower may, uponupon, subject to clause ‎(iii) below, written notice from the applicable Borrower to the applicable Administrative Agent,Agent by the Borrower, at any time or from time to time voluntarily prepay itsTerm Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty;penalty (subject to [Section 2.05(a)(iv)]); provided that # such notice must be received # with respect to Loans made to the Parent Borrower, by the Domestic Administrative Agent not later than 11:1:00 a.p.m. (x)New York City time # three Business Days prior to any date of prepayment of EurodollarEurocurrency Rate Loans, and # on the date of prepayment of Base Rate Loans and # with respect to Loans made to the Canadian Borrower, by the Canadian Administrative Agent not later than 11:00 a.m. (x) fourtwo Business Days prior to any date of prepayment of CDOR RateTerm SOFR Loans and # on the date ofone Business Day prior to any prepayment of Base Rate Loans;Loans or Daily SOFR Loans, in each case, unless the Administrative Agent agrees to a shorter period in its discretion; # any such prepayment of EurodollarEurocurrency Rate Loans or CDOR RateTerm SOFR Loans shall be in a principal amountminimum Principal Amount of $2,$1,000,000000, or a whole multiple of $1,000,$250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and # any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a principal amountminimum Principal Amount of $1,000,$500,000 or a whole multiple of $500,$100,000 in excess thereof (or,or, in each case, if less, the entire principal amountPrincipal Amount thereof then outstanding).outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid.prepaid; provided that from the Amendment No. 5 Effective Date until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be prepaid on a pro rata basis between the Non-Extended Revolving Credit Facility and the Extended Revolving Credit Facility. The applicable Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable PercentagePro Rata Share or other applicable share provided for under this Agreement of such prepayment. IfSubject to Section 2.05(iii) below, if such notice is given by athe Borrower, suchthe 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, a notice of prepayment of Revolving Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.therein. Any prepayment of a EurodollarEurocurrency Rate Loan or CDOR Ratea Term SOFR Loan shall be accompanied by all accrued interest onthereon to such date, together with, in the amount prepaid, together withcase of Eurocurrency Rate Loans, any additional amounts required pursuant to Section‎Section 3.05. SubjectIn the case of each prepayment of the Loans pursuant to Sectionthis ‎Section 2.15, each05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such prepaymentpayment shall be appliedpaid to the Loans of the LendersAppropriate in accordance with their respective Applicable Percentages.

Revolving Loans. EachOptional. (i) Subject to the last sentence of this [Section 2.05(a)(i)], the Borrower may,may upon notice from the applicable Borrower to the applicable Administrative Agent, at any time or from time to timetime, voluntarily prepay itsTerm Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that # such notice must be received # with respect to Loans made to the Parent Borrower, by the Domestic Administrative Agent not later than 11:00 a.m. (x) threethreetwo Business Days prior to any date of prepayment of Eurodollar Rate Loans, and # on the date of prepayment of Base Rate Loans and # with respect to Loans made to the Canadian Borrower, by the Canadian Administrative Agent not later than 11:00 a.m. (x) four Business Days prior to any date of prepayment of CDOR RateRateTerm SOFR Loans and # on the date of prepayment of Base Rate Loans;Loans, # any such prepayment of Eurodollar Rate Loans or CDOR RateRateTerm SOFR Loans shall be in a principal amount of $2,$1,000,000 or a whole multiple of $1,000,$100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof, and # any prepayment of Base Rate Loans shall be in a principal amount of $1,000,$500,000 or a whole multiple of $500,$100,000 in excess thereof (or,or, in each case, if less, the entire principal amount thereof then outstanding).outstanding. Each such notice shall specify the Facility to be prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid.prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The applicable Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by athe Borrower, suchthe Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, atherein. Notwithstanding anything to the contrary contained herein, any notice of prepayment of Revolving Loans may state that such noticeit is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities,facilities), in which case such notice may be extended or revoked by the Parent Borrower (by written notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan or CDOR RateRateany Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section[Section 3.05.05]. Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof in a manner determined at the sole discretion of the Borrower and specified in the notice of prepayment, and, subject to the other limitations expressly set forth in this Agreement, the Borrower may elect to apply voluntary prepayments of Term Loans to one or more Class or Classes of Term Loans selected by the Borrower in its sole discretion. If the Borrower fails to timely specify its election then the prepayment shall be applied to each Class of Term Loans on a pro rata basis and within each Class shall be applied in direct order of maturity. Subject to Section[Section 2.15, each such prepayment15], prepayments shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Percentages in respect of each of the relevant Facilities; provided that, in each case, first to Base Rate Loans and then to Eurodollar RateTerm SOFR Loans specified in such notice in direct order of Interest Period maturities.

Optional. (i) Except as set forth in clause (ii) below with respect to Revolving Loans. Each BorrowerCredit Loans and New Term Loans denominated in a currency other than Dollars, the Borrowers may, upon notice from the applicable Borrower to the applicable Administrative Agent, at any time or from time to time voluntarily prepay its Revolvingany Tranche or Tranches of Loans in whole or in part without premium or penalty;penalty (other than as set forth in [Section 2.05(a)(iv)]); provided that # such notice must be received # with respect to Loans made to the Parent Borrower, by the Domestic Administrative Agent not later than 11:00 a.m. (x)(A) three Business Days prior to any date of prepayment of EurodollarEurocurrency Rate Loans, and # on the date of prepayment of Base Rate Loans and # with respect to Loans made to the Canadian Borrower, by the Canadian Administrative Agent not later than 11:00 a.m. (x) fourone Business DaysDay prior to any date of prepayment of CDOR Rate Loans and # on the date of prepayment of Base Rate Loans; # any such prepayment of Eurodollar Rate Loans or CDOREurocurrency Rate Loans shall be in a principal amount of $2,$1,000,000 or a whole multiple of $1,000,$500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or,or, in each case, if less, the entire principal amount thereof then outstanding).outstanding. Each such notice shall be substantially in the form of [Exhibit I] and shall specify the date and amount of such prepaymentprepayment, the Class, Tranche(s) and the Type(s) of Loans to be prepaid.prepaid, and if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurocurrency Rate Loans, absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to [Section 3.05]). The applicable Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice,notice and of the amount of such Lender’s Applicable PercentagePro Rata Share of such prepayment.prepayment, if any. If such notice is given by a Borrower, such BorrowerESI, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, a notice of prepayment of Revolving Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.therein. Any prepayment of a Eurodollar Rate Loan or CDOREurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid,thereon, together with any additional amounts required pursuant to Section[Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. 05].

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