Common use of Voluntary Prepayments of Term Loans Clause in Contracts

Voluntary Prepayments of Term Loans. (i) The Borrower may, at its option, upon notice as herein provided, prepay without premium or penalty (subject to the requirements of Section 2.8(a)(ii) below and except as set forth in Section 3.6) at any time all, or from time to time any part of, the Term Loans, in each case, in a minimum aggregate amount of $5,000,000 or such greater amount that is an integral multiple of $1,000,000 or, if less, the entire principal amount thereof then outstanding. The Borrower will give the Administrative Agent written notice (or telephone notice promptly confirmed by written notice) of each prepayment under this Section 2.8 prior to 1:00 p.m. (New York time) at least one Business Day in the case of Base Rate Loans and three (3) Business Days in the case of Eurodollar Loans prior to the date fixed for such prepayment. Each such notice shall specify the date of such prepayment (which shall be a Business Day), the principal amount of such Term Loans to be prepaid and the interest to be paid on the prepayment date with respect to such principal amount being repaid. Such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayments made pursuant to this Section 2.8(a) shall be applied against the Class of Term Loans and the remaining scheduled installments of principal due in respect of such Term Loans in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, on a pro rata basis to all Classes of Term Loans in direct order of maturity and may not be reborrowed; provided, that (i) in no event shall such prepayments be applied in a manner that results in the 2026 Term A Loans being reduced on a greater than pro rata basis than the 2023 Term A Loans and (ii) for the avoidance of doubt and notwithstanding anything herein to the contrary, the Borrower may, at its option, make such prepayments in a manner that results in 2023 Term A Loans being reduced on a greater than pro rata basis than the 2026 Term A Loans.

Voluntary Prepayments of Term Loans. (i) The Borrower Representative may, at its option, upon notice as herein provided, prepay without premium or penalty (subject to the requirements of Section 2.8(a)(ii) below and except as set forth in Section 3.6) Administrative Agent pursuant to a Prepayment Notice, at any time all, or from time to time voluntarily prepay Term Loans in whole or in part; provided that (i) the Revolving Credit Facility shall have been terminated in full, (ii) the Borrowers shall pay each Term Loan Lender its Applicable Percentage of the Early Termination Fee on the amount prepaid concurrently with such prepayment, (iii) such notice must be received by the Administrative Agent not later than 2:00 p.m. Eastern time (11:00 am Pacific time) three (3) Business Days prior to any part of, the such date of prepayment and (iv) any prepayment of Term Loans, in each case, Loans shall be in a minimum aggregate principal amount of $5,000,000 1,000,000 or such greater amount that is an integral a whole multiple of $1,000,000 in excess thereof; or, if less, the entire principal amount thereof then outstanding. The Borrower will give the Administrative Agent written notice (or telephone notice promptly confirmed by written notice) of each prepayment under this Section 2.8 prior to 1:00 p.m. (New York time) at least one Business Day in the case of Base Rate Loans and three (3) Business Days in the case of Eurodollar Loans prior to the date fixed for such prepayment. Each such notice shall specify the date and amount of such prepayment (which shall of the Term Loans to be a Business Day)prepaid. The Administrative Agent will promptly notify each Term Loan Lender of its receipt of each such notice, and of the principal amount of such Term Loans to be prepaid and the interest to be paid on the prepayment date with respect to Loan Lender's Applicable Percentage of such principal amount being repaidprepayment. Such notice of prepayment may state that If such notice is conditioned upon given by the effectiveness Borrower Representative, 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 if such notice indicates that a prepayment in full of other credit facilitiesthe Term Loans is to be funded with the proceeds of a refinancing of all Obligations, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition refinancing is not satisfiedconsummated or shall otherwise be delayed and such prepayment amount shall not be due and payable. Any prepayments made prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 2.8(a) shall be applied against the Class of Term Loans and the remaining scheduled installments of principal due in respect of such Term Loans in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, on a pro rata basis to all Classes of Term Loans in direct order of maturity and may not be reborrowed; provided, that (i) in no event shall such prepayments be applied in a manner that results in the 2026 Term A Loans being reduced on a greater than pro rata basis than the 2023 Term A Loans and (ii) for the avoidance of doubt and notwithstanding anything herein to the contrary, the Borrower may, at its option, make such prepayments in a manner that results in 2023 Term A Loans being reduced on a greater than pro rata basis than the 2026 Term A Loans3.05.

Voluntary Prepayments of Term Loans. (i) The Borrower may, at its option, upon notice as herein provided, prepay without premium or penalty (subject to the requirements of Section 2.8(a)(ii) below and except as set forth in Section 3.6) at any time all, or from time to time any part of, the Term Loans, in each case, in a minimum aggregate amount of $5,000,000 or such greater amount that is an integral multiple of $1,000,000 or, if less, the entire principal amount thereof then outstanding. The Borrower will give the Administrative Agent written notice (or telephone notice promptly confirmed by written notice) of each prepayment under this Section 2.8 prior to 1:00 1:00(x) 12:00 p.m. (New York time) at least one Business Day Xxxxx the date of such prepayment in the case of Base Rate Loans and andor (y) 12:00 p.m. (New York time) three (3) U.S. Government Securities Business Days in the case of Eurodollar EurodollarTerm Benchmark Loans prior to the date fixed for such prepayment. Each such notice shall specify the date of such prepayment (which shall be a Business Day), the principal amount of such Term Loans to be prepaid and the interest to be paid on the prepayment date with respect to such principal amount being repaid. Such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayments made pursuant to this Section 2.8(a) shall be applied against the Class of Term Loans and the remaining scheduled installments of principal due in respect of such Term Loans in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, on a pro rata basis to all Classes of Term Loans in direct order of maturity and may not be reborrowed; provided, that (i) in no event shall such prepayments be applied in a manner that results in the 2026 Term A Loans being reduced on a greater than pro rata basis than the 2023 Term A Loans and (ii) for the avoidance of doubt and notwithstanding anything herein to the contrary, the Borrower may, at its option, make such prepayments in a manner that results in 2023 Term A Loans being reduced on a greater than pro rata basis than the 2026 Term A Loans.

Voluntary Prepayments of Term Loans. (i) The Borrower may, at its option, upon notice as herein provided, prepay without premium or penalty (subject to the requirements of Section 2.8(a)(ii) below and except as set forth in Section 3.6) Administrative Agent, at any time all, or from time to time any part of, voluntarily prepay the Term Loan in whole or in part without premium or penalty; provided that (a) such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (b) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, in a minimum aggregate amount of $5,000,000 or such greater amount that is an integral multiple of $1,000,000 or, if less, the entire principal amount thereof then outstanding. The To the extent that the Borrower will give elects to prepay the Administrative Agent written notice (or telephone notice promptly confirmed by written notice) of each prepayment Term Loan, amounts prepaid under this Section 2.8 prior to 1:00 p.m. (New York time) at least one Business Day in the case of Base Rate Loans and three (3) Business Days in the case of Eurodollar Loans prior section shall be applied to the date fixed for remaining principal installments thereof as the Borrower may elect (or, if the Borrower does not make an election, such prepaymentprepayments shall be applied ratably to the remaining principal amortization payments). Each such notice shall specify the date and amount of such prepayment (which shall be a Business Day), and the principal amount Type(s) of such Term Loans to be prepaid and the interest and, if Eurocurrency Loans are to be paid on prepaid, the prepayment date with respect to Interest Period(s) of such principal Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount being repaidof such Lender’s Applicable Percentage of such prepayment. Such notice of prepayment may state that If such notice is conditioned upon given by the effectiveness of other credit facilitiesBorrower, indentures or similar agreements or other transactions, the Borrower shall make such prepayment and the payment amount specified in which case such notice may shall be revoked by due and payable on the Borrower (by notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfiedtherein. Any prepayments made prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 2.8(a) 3.05. Each such prepayment shall be applied against to the Class of Term Loans and of the remaining scheduled installments of principal due Lenders in respect of such Term Loans in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, on a pro rata basis to all Classes of Term Loans in direct order of maturity and may not be reborrowed; provided, that (i) in no event shall such prepayments be applied in a manner that results in the 2026 Term A Loans being reduced on a greater than pro rata basis than the 2023 Term A Loans and (ii) for the avoidance of doubt and notwithstanding anything herein to the contrary, the Borrower may, at its option, make such prepayments in a manner that results in 2023 Term A Loans being reduced on a greater than pro rata basis than the 2026 Term A Loansaccordance with their respective Applicable Percentages.

Voluntary Prepayments of Term Loans. (i) The Borrower Representative may, at its option, upon notice as herein provided, prepay without premium or penalty (subject to the requirements of Section 2.8(a)(ii) below and except as set forth in Section 3.6) Administrative Agent pursuant to a Prepayment Notice, at any time all, or from time to time voluntarily prepay Term Loans in whole or in part; provided that (i) the Borrowers shall pay each Term Lender its Applicable Percentage of the Early Termination Fee, if applicable, on the amount prepaid concurrently with such prepayment, (ii) such notice must be received by the Administrative Agent not later than 2:00 p.m. Eastern time three (3) Business Days prior to any part of, the such date of prepayment and (iii) any prepayment of Term Loans, in each case, Loans shall be in a minimum aggregate principal amount of $5,000,000 500,000 or such greater amount that is an integral a whole multiple of $1,000,000 500,000 in excess thereof; or, if lessless or not a whole multiple of $500,000, the entire principal amount thereof then outstanding. The Borrower will give the Administrative Agent written notice (or telephone notice promptly confirmed by written notice) of each prepayment under this Section 2.8 prior to 1:00 p.m. (New York time) at least one Business Day in the case of Base Rate Loans and three (3) Business Days in the case of Eurodollar Loans prior to the date fixed for such prepayment. Each such notice shall specify the date and amount of such prepayment (which shall of the Term Loans to be a Business Day)prepaid. The Administrative Agent will promptly notify each Term Lender of its receipt of each such notice, and of the principal amount of such Term Loans to be prepaid and the interest to be paid on the prepayment date with respect to Lender’s Applicable Percentage of such principal amount being repaidprepayment. Such notice of prepayment may state that If such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked given by the Borrower (by Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice to shall be due and payable on the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfiedtherein. Any prepayments made prepayment of the Term Loans pursuant to this Section 2.8(a2.02(a) shall be applied against ratably to the Class of Term Loans and the remaining scheduled installments of principal due in respect of such Term Loans included in the manner specified prepaid borrowing in such order of application as directed by the Borrower or, if not so specified and shall be accompanied by all accrued interest on or prior to the date of such optional prepayment, on a pro rata basis to all Classes of Term Loans in direct order of maturity and may not be reborrowed; provided, that (i) in no event shall such prepayments be applied in a manner that results in the 2026 Term A Loans being reduced on a greater than pro rata basis than the 2023 Term A Loans and (ii) for the avoidance of doubt and notwithstanding anything herein to the contrary, the Borrower may, at its option, make such prepayments in a manner that results in 2023 Term A Loans being reduced on a greater than pro rata basis than the 2026 Term A Loansamount prepaid.