Commitment Reductions; Optional Prepayments. (a) The Borrower may, upon at least one Business Day’s notice to the Administrative Agent, prepay to the Administrative Agent, for the account of the applicable Banks, any Base Rate Borrowing in whole at any time, or from time to time in part in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several applicable Banks included in such Borrowing. (b) Except as provided in Section 8.2, the Borrower may not prepay all or any portion of the principal amount of any Term Benchmark Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least one (1) Business Day’s notice to the Administrative Agent, and the Administrative Agent shall notify the applicable Banks of receipt of any such notice on the same Business Day as received by it. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the applicable Banks included in such Borrowing. (c) The principal amount of any Loans that are prepaid may not be reborrowed. (d) The Borrower may at any time and from time to time cancel all or any part of the unused Term Loan Commitments under the Term Loan Facility in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Term Loan Banks of a notice of cancellation upon at least three (3) Business Days’ notice to the Administrative Agent and such Term Loan Banks, whereupon, all or such portion of the Term Loan Commitments shall terminate as to such Term Loan Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Term Loans then outstanding in an aggregate amount which exceeds the aggregate Term Loan Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of such Term Loan Banks, all or such portion of the Term Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). The Borrower shall be permitted to designate in its notice of cancellation which Term Loans, if any, are to be prepaid. (e) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Business Day, notify each Term Loan Bank of the contents thereof and of such Term Loan Bank’s ratable share (if any) of such prepayment. A notice of prepayment under this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; provided that the Borrower shall pay any amounts due under Section 2.13, if any, in connection with any such revocation. (f) In the event that the Borrower elects to cancel all or any portion of the Term Loan Commitments pursuant to Section 2.11(d) hereof, such cancellation shall be irrevocable and such amounts may not be reborrowed.
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Commitment Reductions; Optional Prepayments. (a) The Borrower may, upon at least one Business Day’s notice to the Administrative AgentAgent (by 12:00 p.m. New York time on such Business Day), prepay to the Administrative Agent, for the account of the applicable Banks, any Base Rate Borrowing in whole at any time, or from time to time in part in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several applicable Banks included in such Borrowing.
(b) Except as provided in Section 8.2, the Borrower may not prepay all or any portion of the principal amount of any Term Benchmark Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least one three (13) Business Day’s Days’ notice to the Administrative Agent (by 2:00 p.m. New York time on such Business Day) (or such shorter notice as may be acceptable to the Administrative Agent), and the Administrative Agent shall notify the applicable Banks of receipt of any such notice on the same Business Day as received by it. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the applicable Banks included in such Borrowing.
(c) The principal amount of any Loans that are prepaid may not be reborrowed.
(d) The Borrower may at any time and from time to time cancel all or any part of the unused Term Loan Commitments under the Term Loan Facility in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Term Loan Banks of a notice of cancellation upon at least three (3) Business Days’ notice to the Administrative Agent and such Term Loan Banks, whereupon, all or such portion of the Term Loan Commitments shall terminate as to such Term Loan Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Term Loans then outstanding in an aggregate amount which exceeds the aggregate Term Loan Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of such Term Loan Banks, all or such portion of the Term Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). The Borrower shall be permitted to designate in its notice of cancellation which Term Loans, if any, are to be prepaid.
(e) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Business Day, notify each Term Loan Bank of the contents thereof and of such Term Loan Bank’s ratable share (if any) of such prepayment. A notice of prepayment under this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; provided that the Borrower shall pay any amounts due under Section 2.13, if any, in connection with any such revocation.
(f) In the event that the Borrower elects to cancel all or any portion of the Term Loan Commitments pursuant to Section 2.11(d) hereof, such cancellation shall be irrevocable and such amounts may not be reborrowed.
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Commitment Reductions; Optional Prepayments. (a) The Borrower may, upon at least one Business Day’s notice to the Administrative Agent, (by 12:00 p.m. New York time on such Business Day), prepay to the Administrative Agent, for the account of the applicable Banks, any Base Rate Borrowing in whole at any time, or from time to time in part in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several applicable Banks included in such Borrowing.
(b) Except as provided in Section 8.2, the Borrower may not prepay all or any portion of the principal amount of any Term Benchmark Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least one onethree (113) Business Day’s Day’sDays’ notice to the Administrative Agent (by 2:00 p.m. New York time on such Business Day) (or such shorter notice as may be acceptable to the Administrative Agent), and the Administrative Agent shall notify the applicable Banks of receipt of any such notice on the same Business Day as received by it. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the applicable Banks included in such Borrowing.
(c) The principal amount of any Loans that are prepaid may not be reborrowed.
(d) The Borrower may at any time and from time to time cancel all or any part of the unused Term Loan Commitments under the Term Loan Facility in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Term Loan Banks of a notice of cancellation upon at least three (3) Business Days’ notice to the Administrative Agent and such Term Loan Banks, whereupon, all or such portion of the Term Loan Commitments shall terminate as to such Term Loan Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Term Loans then outstanding in an aggregate amount which exceeds the aggregate Term Loan Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of such Term Loan Banks, all or such portion of the Term Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). The Borrower shall be permitted to designate in its notice of cancellation which Term Loans, if any, are to be prepaid.
(e) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Business Day, notify each Term Loan Bank of the contents thereof and of such Term Loan Bank’s ratable share (if any) of such prepayment. A notice of prepayment under this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; provided that the Borrower shall pay any amounts due under Section 2.13, if any, in connection with any such revocation.
(f) In the event that the Borrower elects to cancel all or any portion of the Term Loan Commitments pursuant to Section 2.11(d) hereof, such cancellation shall be irrevocable and such amounts may not be reborrowed.
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Commitment Reductions; Optional Prepayments. (a) The Borrower may, upon at least one Business Day’s notice to the Administrative AgentAgent (by 12:00 p.m. New York time on such Business Day), prepay to the Administrative Agent, for the account of the applicable Banks, any Base Rate Borrowing or RFR Borrowing in whole at any time, or from time to time in part in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several applicable Banks included in such Borrowing.
(b) Except as provided in Section 8.2, the Borrower may not prepay all or any portion of the principal amount of any Term Benchmark Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least one three (13) Business Day’s Days’ notice to the Administrative Agent (by 2:00 p.m. New York time on such Business Day) (or such shorter notice as may be acceptable to the Administrative Agent), and the Administrative Agent shall notify the applicable Banks of receipt of any such notice on the same Business Day as received by it. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the applicable Banks included in such Borrowing.
(c) The principal Borrower may, upon at least one (1) Business Day’s notice to the Administrative Agent (by 2:00 p.m. New York time on such Business Day), reimburse the Administrative Agent for the benefit of the Fronting Banks for the amount of any Loans that are prepaid may not be reborroweddrawing under a Letter of Credit in whole or in part in any amount.
(d) The Borrower may at any time return any undrawn Letter of Credit to a Fronting Bank in whole, but not in part, and such Fronting Bank shall give the Administrative Agent and each of the Revolving Credit Banks notice of such return.
(e) The Borrower may at any time and from time to time cancel all or any part of the unused Term Commitments under the Revolving Credit Facility in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Revolving Credit Banks of a notice of cancellation upon at least three (3) Business Days’ notice to the Administrative Agent and such Revolving Credit Banks, whereupon, all or such portion of the Revolving Commitments shall terminate as to such Revolving Credit Banks, pro rata on the date set forth in such notice of cancellation; provided that after giving effect to any such reduction of the Revolving Commitments the amount of outstanding Revolving Loans plus the Letter of Credit Usage may not exceed the Revolving Loan Amount (after giving effect to the foregoing reduction in the Revolving Commitments) and, if there are any Revolving Loans then outstanding in an aggregate amount which exceeds the aggregate Revolving Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of such Revolving Credit Banks, all or such portion of the Revolving Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). The Borrower shall be permitted to designate in its notice of cancellation which Revolving Loans, if any, are to be prepaid. A reduction of the Revolving Commitments pursuant to this Section 2.11(e) shall reduce the Revolving Loan Amount.
(f) The Borrower may at any time and from time to time cancel all or any part of the unused Commitments under the Term Loan Facility (if any) in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Term Loan Banks of a notice of cancellation upon at least three (3) Business Days’ notice to the Administrative Agent and such Term Loan Banks, whereupon, all or such portion of the Term Loan Commitments shall terminate as to such Term Loan Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Term Loans then outstanding in an aggregate amount which exceeds the aggregate Term Loan Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of such Term Loan Banks, all or such portion of the Term Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). The Borrower shall be permitted to designate in its notice of cancellation which Term Loans, if any, are to be prepaid.
(eg) Upon receipt of a notice of prepayment or cancellation or a return of a Letter of Credit pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Business Day, notify each Term Loan Revolving Credit Bank of the contents thereof and of such Term Loan Revolving Credit Bank’s ratable share (if any) of such prepayment. A notice of prepayment or cancellation under this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date of prepaymentprepayment or cancellation) if such condition is not satisfied; provided that the Borrower shall pay any amounts due under Section 2.13, if any, in connection with any such revocation.
(fh) Any amounts so prepaid pursuant to this Section 2.11 with respect to the Revolving Credit Facility only may be reborrowed subject to the other terms of this Agreement. In the event that the Borrower elects to cancel all or any portion of the Revolving Commitments pursuant to Section 2.11(e) hereof, such cancellation shall be irrevocable and such amounts may not be reborrowed. In the event that the Borrower elects to cancel all or any portion of the Term Loan Commitments pursuant to Section 2.11(d2.11(f) hereof, such cancellation shall be irrevocable and such amounts may not be reborrowed.
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Commitment Reductions; Optional Prepayments. (a) The Borrower may, upon at least one Domestic Business Day’s notice to the Administrative Agent, prepay to the Administrative Agent, for the account of the applicable Banks, any Base Rate Borrowing or Loans bearing interest at the Offered Rate in whole at any time, or from time to time in part in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The Borrower may, from time to time on any Domestic Business Day so long as prior notice is given to the Administrative Agent and the Swingline Lenders no later than 1:00 p.m. (New York City time) on the day on which the Borrower intends to make such prepayment, prepay any Swingline Loans in whole or in part in amounts aggregating $100,000 or a higher integral multiple of $100,000 (or, if less, the aggregate outstanding principal amount of all Swingline Loans then outstanding) by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several applicable Banks (or the Swingline Lenders in the case of Swingline Loans) included in such Borrowing.
(b) Except as provided in Section 8.2, the Borrower may not prepay all or any portion of the principal amount of any Term Benchmark Euro-Dollar Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least one (1) Euro-Dollar Business Day’s notice to the Administrative Agent, and the Administrative Agent shall notify the applicable Banks of receipt of any such notice on the same Euro-Dollar Business Day as received by it. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the applicable Banks included in such Borrowing.
(c) The principal amount of any Loans that are prepaid Borrower may not be reborrowedprepay any Money Market Loan.
(d) The Borrower may, upon at least one (1) Domestic Business Day’s notice to the Administrative Agent (by 2:00 p.m. New York time on such Domestic Business Day), reimburse the Administrative Agent for the benefit of the Fronting Banks for the amount of any drawing under a Letter of Credit in whole or in part in any amount.
(e) The Borrower may at any time return any undrawn Letter of Credit to a Fronting Bank in whole, but not in part, and such Fronting Bank shall give the Administrative Agent and each of the Revolving Credit Banks notice of such return.
(f) The Borrower may at any time and from time to time cancel all or any part of the unused Term Commitments under the Revolving Credit Facility in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Revolving Credit Banks of a notice of cancellation upon at least three (3) Domestic Business Days’ notice to Administrative Agent and such Revolving Credit Banks, whereupon, all or such portion of the Revolving Commitments shall terminate as to such Revolving Credit Banks, pro rata on the date set forth in such notice of cancellation; provided that after giving effect to any such reduction of the Revolving Commitments the amount of outstanding Revolving Loans, plus the amount of outstanding Money Market Loans, plus the amount of outstanding Swingline Loans, plus the Letter of Credit Usage may not exceed the Revolving Loan Amount (after giving effect to the foregoing reduction in the Revolving Commitments) and, if there are any Revolving Loans then outstanding in an aggregate amount which exceeds the aggregate Revolving Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of such Revolving Credit Banks, all or such portion of the Revolving Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). The Borrower shall be permitted to designate in its notice of cancellation which Revolving Loans, if any, are to be prepaid. A reduction of the Revolving Commitments pursuant to this Section 2.11(f) shall reduce the Revolving Loan Amount but shall not effect a reduction in the Swingline Loan Amount (unless so elected by the Borrower) until the Revolving Loan Amount has been reduced to an amount equal to the Swingline Loan Amount.
(g) The Borrower may at any time and from time to time cancel all or any part of the unused Commitments under the Term Loan Facility in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Term Loan Banks of a notice of cancellation upon at least three (3) Domestic Business Days’ notice to the Administrative Agent and such Term Loan Banks, whereupon, all or such portion of the Term Loan Commitments shall terminate as to such Term Loan Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Term Loans then outstanding in an aggregate amount which exceeds the aggregate Term Loan Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of such Term Loan Banks, all or such portion of the Term Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). The Borrower shall be permitted to designate in its notice of cancellation which Term Loans, if any, are to be prepaid.
(eh) Upon receipt of a notice of prepayment or cancellation or a return of a Letter of Credit pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Term Loan Revolving Credit Bank of the contents thereof and of such Term Loan Revolving Credit Bank’s ratable share (if any) of such prepayment. A prepayment or cancellation and such notice of prepayment under shall not thereafter be revocable by the Borrower.
(i) Any amounts so prepaid pursuant to this Section may state that such notice is conditioned upon 2.11 with respect to the occurrence of one or more events specified therein, in which case such notice Revolving Credit Facility only may be revoked by the Borrower (by written notice reborrowed subject to the Administrative Agent on or prior to other terms of this Agreement. In the specified date of prepayment) if such condition is not satisfied; provided event that the Borrower elects to cancel all or any portion of the Revolving Commitments and the Swingline Commitments pursuant to Section 2.11(f) hereof, such cancellation shall pay any be irrevocable and such amounts due under Section 2.13, if any, in connection with any such revocation.
(f) may not be reborrowed. In the event that the Borrower elects to cancel all or any portion of the Term Loan Commitments pursuant to Section 2.11(d2.11(g) hereofhereof or if any portion of the Term Loan Commitments is deemed cancelled pursuant to Section 2.9(b), such cancellation shall be irrevocable and such amounts may not be reborrowed.
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