Revolving Loans and Term Loan. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans and/or the Term Loan in whole or in part without premium or penalty; provided that # such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than (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; # any prepayment of Eurodollar Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The 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 the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar 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 2.16], each such prepayment shall be applied to the Loans of the 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 and Term Loan. The Borrower may, upon notice to the Administrative Agent,, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans and/or the Term Loan in whole or in part without premium or penalty; provided that # such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than (A)(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; # any prepayment of Eurodollar Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The 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 ’s Applicable Percentage in respect of such prepayment.the relevant Facility). If such notice is given by the Borrower,, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loanprincipal 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 2.16]15], each such prepaymentprepayments shall be appliedpaid to the Loans of the _Lenders: in accordance with their respective Applicable Percentages. Subject toPercentages in respect of each of 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.relevant Facilities.
Revolving Loans and Term Loan. TheLoans. 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 and/or the Term Loan in whole or in part without premium or penalty; provided that # such notice must be in a form acceptablereceived # with respect to Loans made to the Administrative Agent and be receivedParent Borrower, by the Domestic Administrative Agent not later than (A)(x) 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 (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 or a whole multiple of in excess thereof;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 or a whole multiple of in excess thereof or, in each case,(or, 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 and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.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 thea Borrower, thesuch Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.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 2.16]15], 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 and Term Loan. TheEach Borrower may, upon notice from the Company to the 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 Term Loans and Revolving Credit Loans and/or the Term Loan 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 in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than (A) three (3) Business Days prior to any date of prepayment of EurodollarEurocurrency Rate Loans denominated in Dollars, # four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and # on the date of prepayment of Base Rate Loans; # any prepayment of EurodollarEurocurrency Rate Loans denominated in Dollars shall be in a principal amount of or a whole multiple of in excess thereof; # any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of or a whole multiple of in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if EurodollarEurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The 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 the Borrower,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. Any prepayment of # a EurodollarEurocurrency 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 and # Term BB-2 Loans hereunder shall be subject to [Section 2.16], 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]]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 in accordanceClass 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 their respective Applicable Percentages. Subjectrespect to Revolving Credit Loans established pursuant to [[Section 2.17, 2.18 or 2.19]9]9]]9]9], to the foregoing terms, amounts prepaidextent 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 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 thenpaid to the Term Loan (in direct orderLenders in accordance with their respective Applicable Percentages in respect of remaining amortization installments), and first to Base Rate Loans and then to Eurodollar Rate Loans in direct ordereach of Interest Period maturities.the relevant Facilities.
Revolving Loans and Term Loan. The BorrowerPrepayments. Subject to [Section 3.05], the Borrowers may, upon notice to the Administrative Agent, at any time or from time to timetime, voluntarily prepay Revolving Loans and/or the Term Loan in whole or in part without premium or penalty; provided that # such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than (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; # any prepayment of Eurodollar Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.prepaid. The 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 the Borrower,Borrowers, the BorrowerBorrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar 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 2.16], eachEach 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 and Term Loan. The Borrower may, upon notice to the 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 Revolving Loans and/or the Term Loan 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 in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than (A)(1) three (3) Business Days prior to any date of prepayment of EurodollarEurocurrency Rate Loans denominated in Dollars, # four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and # on the date of prepayment of Base Rate Loans; # any prepayment of EurodollarEurocurrency Rate Loans denominated in Dollars shall be in a principal amount of or a whole multiple of in excess thereof; # any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of or a whole multiple of in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the datedate, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if EurodollarEurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The 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 the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a EurodollarEurocurrency 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 2.16]15], each such prepaymentprepayments shall be appliedpaid to the Loans of the Lenders in accordance with their respective Applicable Percentages. Subject toPercentages in respect of each of 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.relevant Facilities.
Revolving Loans and Term Loan. TheOptional. (i) Subject to the last sentence of this [Section 2.05(a)(i)], the Borrower may,may upon notice to the Administrative Agent, at any time or from time to timetime, voluntarily prepay Term Loans and Revolving Credit Loans and/or the Term Loan in whole or in part without premium or penalty; provided that # such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than (A) three (3)(x) threetwo Business Days prior to any date of prepayment of Eurodollar RateRateTerm SOFR Loans and # on the date of prepayment of Base Rate Loans;Loans, # any prepayment of Eurodollar RateRateTerm SOFR Loans shall be in a principal amount of or a whole multiple of in excess thereof;thereof, and # any prepayment of Base Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof or, in each case, if less, the entire principal amount thereof then 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 and, if Eurodollar RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The 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 the Borrower, the Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained herein, any notice of prepayment may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar RateRateany Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to [Section 3.05]. 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 2.16]15], each such prepaymentprepayments shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Subject toPercentages in respect of each of the foregoing terms, amounts prepaid under this [Section 2.05(a)(i)] shall be applied as the Borrower may elect;relevant Facilities; 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), andthat, in each case, first to Base Rate Loans and then to Eurodollar RateRateTerm 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 Credit Loans and New Term Loan. The BorrowerLoans denominated in a currency other than Dollars, the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolvingany Tranche or Tranches of Loans and/or the Term Loan 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 in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than (A) three (3) Business Days prior to any date of prepayment of EurodollarEurocurrency Rate LoansLoans, and # onone Business Day prior to the date of prepayment of Base Rate Loans; # any prepayment of EurodollarEurocurrency Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof or, in each case, if less, the entire principal amount thereof then 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 and,prepaid, and if EurodollarEurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans.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 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 ESI, the Borrower, the BorrowerBorrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a EurodollarEurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid,thereon, together with any additional amounts required pursuant to [Section 3.05]. Subject to [Section 2.16], each such prepayment shall be applied to the Loans of the 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 and Term Loan. The Borrower (on its own behalf or on behalf of the applicable Co-Borrower(s)) or the applicable Co-Borrower may, upon notice to the Administrative Agent, at any time or from time to time # voluntarily prepay RevolvingBase Rate Loans and/or the Term Loan in whole or in part without premium or penalty and # voluntarily prepay Eurodollar Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that # such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than (A) three (3)(Eastern time) # one (1) Business DaysDay prior to any date of prepayment of Eurodollar Rate Loans and # on the date of prepayment of Base Rate Loans and LIBOR Daily Floating Rate Loans; # any prepayment of Eurodollar Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The 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 the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar 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 2.16], each such prepayment shall be applied to the Loans of the 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.prepaid.
Revolving Loans and Term Loan. The Borrower may, upon notice toSwingline Loans, the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans and/or the Term Loanprepayment terms of which are governed by [Section 2.05(a)(ii)]) in whole or in part without premium or penalty; provided that # such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than (A)(New York City time) # three (3) Business Days prior to any date of prepayment of EurodollarEurocurrency Rate Loans denominated in Dollars, # three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency and # on theone Business Day prior to any date of prepayment of Base Rate Loans;Loans (or, in each case, such shorter period as the Administrative Agent shall agree in its sole discretion); # any prepayment of EurodollarEurocurrency Rate Loans shall be in a principal amountDollar Amount of (or, in the case of a prepayment of a Loan denominated in Euros, ) or a whole multiple of the Dollar Amount of (or, in the case of a prepayment of a Loan denominated in Euros, ) in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.outstanding (it being understood that Base Rate Loans shall be denominated in Dollars only). Each such notice shall specify the date and amount of such prepayment andprepayment, the Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if EurodollarEurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans.Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurocurrency Rate Loans, absent direction by the Borrower, 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 Borrower in respect of such prepayment pursuant to [Section 3.06]). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentageratable portion of such prepayment.prepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the Borrower, subject to [clause (iii)] below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a EurodollarEurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid,thereon, together with any additional amounts required pursuant to [Section 3.05]06]. SubjectEach prepayment of the principal of, and interest on, any Revolving Credit Loans denominated in any Alternative Currency shall be made in such currency (even if the Borrower is required to convert currency to do so). Each prepayment of outstanding Term Loan Tranches pursuant to this [Section 2.05(a)] shall be applied to the applicable Term Loan Tranche on a pro rata basis to the Lenders under such tranche (other than a prepayment of Term Loans with the proceeds of # Indebtedness incurred pursuant to [Section 2.16]18] or # any Refinancing Notes issued to the extent permitted under [Section 7.03], which, in each case, shall be applied to the Term Loan Tranche being refinanced pursuant thereto). All voluntary prepayments of a Term Loan Tranche in accordance with this [Section 2.05(a)] shall be applied to the remaining scheduled installments of the respective Term Loan Tranche as directed by the Borrower (or, if the Borrower have not made such designation, in direct order of maturity); and each such prepayment shall be appliedpaid to the Loans of the in accordance with their respective Applicable Percentages. Subject to the foregoing terms, amounts prepaid under this [Section 2.05(a)(i)] shall be appliedAppropriate Lenders on a pro rata basis, except 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.set forth above.
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