Common use of Optional and Mandatory Prepayment of Loans Clause in Contracts

Optional and Mandatory Prepayment of Loans. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14), subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreement. (b) A Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, two Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in a minimum amount of $5,000,000 or a larger integral multiple of $1,000,000. Each optional prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment shall be accompanied by accrued and unpaid interest to the extent required by Section 2.11. (c) If on any date (including any date on which a mandatory reduction of Commitments occurs pursuant to Section 2.07(d)) the aggregate Outstandings exceed the then aggregate Commitments, then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excess.

Optional and Mandatory Prepayment of Loans. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14), subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or any portion of any Deposit Loan or Revolving Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreement. (b) A Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, two Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in a minimum amount of $5,000,000 or a larger integral multiple of $1,000,000. Each optional prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment shall be accompanied by accrued and unpaid interest to the extent required by Section 2.11. (c) If on any date (including any date on which a mandatory reduction of Commitments occurs pursuant to Section 2.07(d)) the aggregate Deposit Outstandings or Revolving Outstandings exceed the then aggregate CommitmentsCommitments of the related Class, then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in of such Class by an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements of such Class shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit of such Class by an amount equal to any remaining excess.

Optional and Mandatory Prepayment of Loans. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14), subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or any portion of any Deposit Loan or Revolving Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreement. Amounts prepaid in respect of Term Loans may not be reborrowed. (b) A Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, two Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in a minimum amount of $5,000,000 or a larger integral multiple of $1,000,000. Each optional prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment shall be accompanied by accrued and unpaid interest to the extent required by Section 2.11. (c) If on any date (including any date on which a mandatory reduction of Commitments occurs pursuant to Section 2.07(d)) the aggregate Deposit Outstandings or Revolving Outstandings exceed the then aggregate CommitmentsCommitments of the related Class, then, without notice or demand, the Company shall promptly cause to be prepaid prepay the principal amount of the Loans and any unreimbursed LC Disbursements in of such Class by an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements of such Class shall have been prepaid, promptly cause to be Cash Collateralized Collateralize outstanding Letters of Credit of such Class by an amount equal to any remaining excess. (d) Within five days of the occurrence of any Mandatory Asset Prepayment Event, the Borrowers shall prepay Loans, unreimbursed LC Disbursements and other amounts owed pursuant to the Loan Documents and Cash Collateralize Letters of Credit in an aggregate amount equal to the Mandatory Asset Prepayment Amount. The Mandatory Asset Prepayment Amount shall be applied: (i) If no Event of Default has occurred and is continuing at the time of such prepayment: first, to pay the unpaid principal of Term Borrowings, until the principal of all Term Borrowings shall have been paid in full; second, to pay ratably the unpaid principal of all other Borrowings and all unreimbursed LC Disbursements, until the principal of all such Borrowings and unreimbursed LC Disbursements shall have been paid in full;

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14)part, subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or Section; provided that the Borrower shall not have the right to prepay any portion Competitive Loan without the prior written consent of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this AgreementLender thereof. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or electronic pdf) of any optional prepayment hereunder to be made pursuant to paragraph (a) of this Section (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a minimum amount Revolving Borrowing of $5,000,000 or a larger integral multiple of $1,000,000the same Type as provided in Section 2.02. Each optional Except as set forth in paragraph (d) below, each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by payment of accrued and unpaid interest to the extent required by Section 2.112.12. (c) If on If, following any date (including any date on which a mandatory reduction of the total Commitments occurs pursuant to Section 2.07(d)) in connection with any sale or other disposition of Shares by the aggregate Outstandings Borrower or any Subsidiary, the Aggregate Outstanding Extensions of Credit at such time exceed the total then aggregate effective Commitments, thenthe Borrower shall, without notice or demand, immediately repay Revolving Loans in an aggregate principal amount equal to the Company shall promptly cause to be prepaid lesser of (i) the amount of such excess and (ii) the aggregate principal amount of Revolving Loans then outstanding, together with interest accrued to the Loans date of such payment or prepayment on the principal so prepaid and any unreimbursed LC Disbursements amounts payable under Section 2.15 in connection therewith. To the extent that after giving effect to any prepayment of Revolving Loans required by the preceding sentence, the Aggregate Outstanding Extensions of Credit at such time still exceed the total then effective Commitments, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the amount of such excess andremaining excess. The Administrative Agent shall apply any cash deposited in the Cash Collateral Account (to the extent thereof) to repay the principal of each Competitive Loan on the date such principal becomes due and payable hereunder and/or to reimburse, if all Loans pursuant to Section 2.05(e), any LC Disbursement made thereafter, provided that the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in the Cash Collateral Account which is equal to the amount by which the total Commitments at such time plus the amount on deposit in the Cash Collateral Account exceeds the Aggregate Outstanding Extensions of Credit at such time. “Cash Collateral Account” means an account, in the name of the Administrative Agent for the benefit of the Lenders, established by the Borrower with the Administrative Agent and unreimbursed LC Disbursements over which the Administrative Agent shall have been prepaidexclusive dominion and control, promptly cause to be Cash Collateralized outstanding Letters including the exclusive right of Credit by an amount equal to any remaining excesswithdrawal for application in accordance with this Section.

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (part, without premium or penalty (but subject to Section 2.14), subject subject, to prior notice in accordance with paragraph (b) of this Section 2.09paragraph. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreement. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder pursuant to this paragraph (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower effecting such prepayment, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing pursuant to this paragraph shall be in an amount that would be permitted in the case of an advance of a minimum amount Borrowing of $5,000,000 or a larger integral multiple of $1,000,000. the same Type as provided in Section 2.02. (b) Each optional prepayment of a Borrowing pursuant to this Section 2.09 shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by accrued and unpaid interest to the extent required by Section 2.11. (c) If on any date (including any date on which a mandatory reduction of Commitments occurs pursuant to Section 2.07(d)) the aggregate Outstandings exceed the then aggregate Commitments, then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excess.

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14)part, subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or Section; provided that the Borrower shall not have the right to prepay any portion Competitive Loan without the prior written consent of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this AgreementLender thereof. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder to be made pursuant to paragraph (a) of this Section (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a minimum amount Revolving Borrowing of $5,000,000 or a larger integral multiple of $1,000,000the same Type as provided in Section 2.02. Each optional prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by payment of accrued and unpaid interest to the extent required by Section 2.112.12. (c) If on If, following any date (including any date on which a mandatory reduction of the total Commitments occurs pursuant to Section 2.07(d)) in connection with any sale or other disposition of Shares by the aggregate Outstandings Borrower or any Subsidiary, the Aggregate Outstanding Extensions of Credit exceed the then aggregate total Commitments, thenthe Borrower shall, without notice or demand, immediately repay Revolving Loans in an aggregate principal amount equal to the Company shall promptly cause to be prepaid lesser of (i) the amount of such excess and (ii) the aggregate principal amount of Revolving Loans then outstanding, together with interest accrued to the Loans date of such payment or prepayment on the principal so prepaid and any unreimbursed LC Disbursements amounts payable under Section 2.15 in connection therewith. To the extent that after giving effect to any prepayment of Revolving Loans required by the preceding sentence, the Aggregate Outstanding Extensions of Credit still exceed the total Commitments, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the amount of such excess andremaining excess. The Administrative Agent shall apply any cash deposited in the Cash Collateral Account (to the extent thereof) to repay the principal of each Competitive Loan on the date such principal becomes due and payable hereunder, if all Loans provided that the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in the Cash Collateral Account which is equal to the amount by which the total Commitments at such time plus the amount on deposit in the Cash Collateral Account exceeds the Aggregate Outstanding Extensions of Credit at such time. “Cash Collateral Account” means an account, in the name of the Administrative Agent for the benefit of the Lenders, established by the Borrower with the Administrative Agent and unreimbursed LC Disbursements over which the Administrative Agent shall have been prepaidexclusive dominion and control, promptly cause to be Cash Collateralized outstanding Letters including the exclusive right of Credit by an amount equal to any remaining excesswithdrawal for application in accordance with this Section.

Optional and Mandatory Prepayment of Loans. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14), subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreement. (b) A Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, two Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in a minimum amount of $5,000,000 or a larger integral multiple of $1,000,000. Each optional prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment shall be accompanied by accrued and unpaid interest to the extent required by Section 2.11. (c) If on any date (including any date on which a mandatory reduction of Commitments occurs pursuant to Section 2.07(d) or (e)) the aggregate Outstandings exceed the then aggregate Commitments, then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excess.

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (part, without premium or penalty (but subject to Section 2.142.15), subject subject, to prior notice in accordance with paragraph (b) of this Section 2.09paragraph. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreement. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder pursuant to this paragraph, (i) in the case of prepayment of a Eurodollar EurodollarTerm SOFR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower effecting such prepayment, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing pursuant to this paragraph shall be in an amount that would be permitted in the case of an advance of a minimum amount Borrowing of $5,000,000 or a larger integral multiple of $1,000,000. the same Type as provided in Section 2.02. (b) Each optional prepayment of a Borrowing pursuant to this Section 2.10 shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by accrued and unpaid interest to the extent required by Section 2.112.12. (c) If on any date (including any date on which a mandatory reduction of Commitments occurs pursuant to Section 2.07(d)) the aggregate Outstandings exceed the then aggregate Commitments, then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excess.

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (part, without premium or penalty (but subject to Section 2.14), subject subject, to prior notice in accordance with paragraph (b) of this Section 2.09paragraph. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreement. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder pursuant to this paragraph (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower effecting such prepayment, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing pursuant to this paragraph shall be in an amount that would be permitted in the case of an advance of a minimum Borrowing of the same Type as provided in Section 2.02. (b) If, on any date, the aggregate outstanding principal amount of $5,000,000 the Tranche A Loans exceeds the Borrowing Base on such date (“Shortfall Event”), the Borrower shall within one Business Day of such date either (i) prepay the Tranche A Loans by an amount sufficient to cause the aggregate outstanding principal amount of such Loans to be equal to or less than the Borrowing Base (“Shortfall Amount”), or (ii) deliver to the Collateral Agent, to be held in accordance with the Security Agreement, an amount of cash and/or Eligible Securities sufficient to cause the Borrowing Base of the Borrower to be at least equal to the aggregate outstanding principal amount of the Tranche A Loans. The Borrower may effect a larger integral multiple prepayment of $1,000,000. the Shortfall Amount pursuant to clause (i) of the preceding sentence by effecting a Borrowing under Tranche B pursuant to (and subject to) Section 2.03 hereof. (c) Each optional prepayment of a Borrowing pursuant to this Section 2.09 shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by accrued and unpaid interest to the extent required by Section 2.11. (c) If on any date (including any date on which a mandatory reduction of Commitments occurs pursuant to Section 2.07(d)) the aggregate Outstandings exceed the then aggregate Commitments, then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excess.

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14)part, subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or Section; provided that the Borrower shall not have the right to prepay any portion Competitive Loan without the prior written consent of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this AgreementLender thereof. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or electronic pdf) of any optional prepayment hereunder to be made pursuant to paragraph (a) of this Section (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a minimum amount Revolving Borrowing of $5,000,000 or a larger integral multiple of $1,000,000the same Type as provided in Section 2.02. Each optional Except as set forth in paragraph (d) below, each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by payment of accrued and unpaid interest to the extent required by Section 2.112.12. (c) If on If, following any date (including any date on which a mandatory reduction of the total Commitments occurs pursuant to Section 2.07(d)) in connection with any sale or other disposition of Shares by the aggregate Outstandings Borrower or any Subsidiary, the Aggregate Outstanding Extensions of Credit at such time exceed the total then aggregate effective Commitments, thenthe Borrower shall, without notice or demand, immediately repay Revolving Loans in an aggregate principal amount equal to the Company shall promptly cause to be prepaid lesser of (i) the amount of such excess and (ii) the aggregate principal amount of Revolving Loans then outstanding, together with interest accrued to the Loans date of such payment or prepayment on the principal so prepaid and any unreimbursed LC Disbursements amounts payable under Section 2.15 in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal connection therewith. To the extent that after giving effect to any remaining excess.prepayment of Revolving Loans required by the preceding sentence, the Aggregate Outstanding Extensions of

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14)part, subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this AgreementSection. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder (iunder Section 2.11(a)(i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a minimum amount Borrowing of $5,000,000 or a larger integral multiple of $1,000,000the same Type as provided in Section 2.02. Each optional prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by accrued and unpaid interest to the extent required by Section 2.112.13. (c) If on Without duplication, if the Borrower or any date of its Subsidiaries issues Capital Stock or issues or incurs Indebtedness after the Effective Date, in each case, in a capital markets transaction (including any date on which a mandatory reduction it being agreed that none of Commitments occurs (i) the incurrence of Indebtedness under the Five Year Facility (ii), the issuance of Capital Stock pursuant to Section 2.07(d)employee or director stock options or employee or director stock purchase programs, or (iii) the aggregate Outstandings exceed incurrence of Indebtedness pursuant to the then aggregate Commitments, then, without notice or demand, the Company Borrower’s commercial paper programs shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in constitute a capital markets transaction) an amount equal to 100% of the Net Cash Proceeds in respect of the issuance of such excess andCapital Stock or issuance or incurrence of such Indebtedness shall be applied on the Business Day following the date of receipt of such Net Cash Proceeds toward the permanent reduction of the Commitments and the prepayment of the Loans as set forth in Section 2.11(e). (d) If the Borrower or any of its Subsidiaries consummates a Significant Asset Sale after the Effective Date, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to 100% of the Net Cash Proceeds in respect of such Significant Asset Sale received by the Borrower and its Subsidiaries shall be applied on the Business Day following the date of receipt of such Net Cash Proceeds toward the permanent reduction of the Commitments and the prepayment of the Loans as set forth in Section 2.11(e). (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.11(c) and (d) shall be applied to reduce permanently the Commitments. Any such reduction of the Commitments shall be accompanied by prepayment of the Loans to the extent, if any, that the aggregate principal amount of outstanding Loans exceeds the total Commitments as so reduced. The application of any remaining excessprepayment pursuant to Section 2.11(c) or (d) shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11(c) and (d) (except in the case of Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14)part, subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or Section; provided that the Borrower shall not have the right to prepay any portion Competitive Loan without the prior written consent of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this AgreementLender thereof. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder to be made pursuant to paragraph (a) of this Section (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a minimum amount Revolving Borrowing of $5,000,000 or a larger integral multiple of $1,000,000the same Type as provided in Section 2.02. Each optional prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by payment of accrued and unpaid interest to the extent required by Section 2.112.12. (c) If on If, following any date (including any date on which a mandatory reduction of the total Commitments occurs pursuant to Section 2.07(d)) in connection with any sale or other disposition of Shares by the aggregate Outstandings Borrower or any Subsidiary, the Aggregate Outstanding Extensions of Credit exceed the then aggregate total Commitments, thenthe Borrower shall, without notice or demand, immediately repay Revolving Loans in an aggregate principal amount equal to the Company shall promptly cause to be prepaid lesser of (i) the amount of such excess and (ii) the aggregate principal amount of Revolving Loans then outstanding, together with interest accrued to the Loans date of such payment or prepayment on the principal so prepaid and any unreimbursed LC Disbursements amounts payable under Section 2.15 in connection therewith. To the extent that after giving effect to any prepayment of Revolving Loans required by the preceding sentence, the Aggregate Outstanding Extensions of Credit still exceed the total Commitments, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the amount of such excess andremaining excess. The Administrative Agent shall apply any cash deposited in the Cash Collateral Account (to the extent thereof) to repay the principal of each Competitive Loan on the date such principal becomes due and payable hereunder and/or to reimburse, if all Loans pursuant to Section 2.05(e), any LC Disbursement made thereafter, provided that the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in the Cash Collateral Account which is equal to the amount by which the total Commitments at such time plus the amount on deposit in the Cash Collateral Account exceeds the Aggregate Outstanding Extensions of Credit at such time. “Cash Collateral Account” means an account, in the name of the Administrative Agent for the benefit of the Lenders, established by the Borrower with the Administrative Agent and unreimbursed LC Disbursements over which the Administrative Agent shall have been prepaidexclusive dominion and control, promptly cause to be Cash Collateralized outstanding Letters including the exclusive right of Credit by an amount equal to any remaining excesswithdrawal for application in accordance with this Section.

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing made by it in whole or in part (without premium or penalty but subject to Section 2.14)part, subject to prior notice in accordance with paragraph (bc) of this Section 2.09. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this AgreementSection. (b) A Within five Business Days after the receipt by the Borrower or any of its Domestic Subsidiaries of Net Cash Proceeds after the Closing Date in respect of any Debt Offering, Equity Offering or the Specified Asset Sale, the Borrower shall prepay then outstanding Loans in an aggregate amount equal to 100% of such Net Cash Proceeds, subject to prior notice in accordance with paragraph (c) of this Section. (c) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder pursuant to this Section 2.11 (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, or prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noona.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.07(c), then Borrower may state that such notice is conditioned upon the occurrence of prepayment a specified event, 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 notice of termination condition is revoked in accordance with Section 2.07(c)not satisfied. Promptly following receipt of any such notice relating to a Borrowingof prepayment, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing under Section 2.11(a) shall be in a minimum an amount that would be permitted in the case of $5,000,000 or a larger integral multiple of $1,000,000. Each optional prepayment an advance of a Borrowing shall be applied ratably to the Loans included as provided in the prepaid BorrowingSection 2.02. Each prepayment Prepayments shall be accompanied by accrued and unpaid interest to on the extent required by Section 2.11. (c) If on amount prepaid. The application of any date (including any date on which a mandatory reduction of Commitments occurs prepayment pursuant to this Section 2.07(d)2.11 shall be made, first, to ABR Loans (if applicable) the aggregate Outstandings exceed the then aggregate Commitments, then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaidsecond, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excessEurodollar Loans.

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14)part, subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or Section; provided that the Borrower shall not have the right to prepay any portion Competitive Loan without the prior written consent of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this AgreementLender thereof. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder to be made pursuant to paragraph (a) of this Section (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a minimum amount Revolving Borrowing of $5,000,000 or a larger integral multiple of $1,000,000the same Type as provided in Section 2.02. Each optional prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by payment of accrued and unpaid interest to the extent required by Section 2.112.12. (c) If on If, following any date (including any date on which a mandatory reduction of the total Commitments occurs pursuant to Section 2.07(d)) in connection with any sale or other disposition of Shares by the aggregate Outstandings Borrower or any Subsidiary, the Aggregate Outstanding Extensions of Credit exceed the then aggregate total Commitments, thenthe Borrower shall, without notice or demand, immediately repay Revolving Loans in an aggregate principal amount equal to the Company shall promptly cause to be prepaid lesser of (i) the amount of such excess and (ii) the aggregate principal amount of Revolving Loans then outstanding, together with interest accrued to the Loans date of such payment or prepayment on the principal so prepaid and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excess.amounts payable under Section 2.15

Optional and Mandatory Prepayment of Loans. (a) Any The ------------------------------------------ Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14)part, subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or Section; provided that the Borrower shall not have the -------- right to prepay any portion Competitive Loan without the prior written consent of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this AgreementLender thereof. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder to be made pursuant to paragraph (a) of this Section (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given -------- in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a minimum amount Revolving Borrowing of $5,000,000 or a larger integral multiple of $1,000,000the same Type as provided in Section 2.02. Each optional prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by payment of accrued and unpaid interest to the extent required by Section 2.112.12. (c) If on If, following any date (including any date on which a mandatory reduction of the total Commitments occurs pursuant to Section 2.07(d)) in connection with any sale or other disposition of Shares by the aggregate Outstandings Borrower or any Subsidiary, the Aggregate Outstanding Extensions of Credit exceed the then aggregate total Commitments, thenthe Borrower shall, without notice or demand, the Company shall promptly cause to be prepaid the immediately repay Revolving Loans in an aggregate principal amount of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excess.to

Optional and Mandatory Prepayment of Loans. Optional ---------------------------------------------------- and Mandatory Reduction of Commitment Amount. -------------------------------------------- (a) Any Borrower Provided that no Event of Default has occurred and is continuing, the Borrowers shall have the right upon the provision of (1) twenty-five days' prior written notice on or prior to the six month anniversary of the Closing Date to the Administrative Agent, and (2) forty-five days' prior written notice to the Administrative Agent at any time thereafter, which notice, once given, shall be irrevocable, on any Payment Date with respect to any Base Rate Term Loans and from time on the last day of the applicable Interest Period with respect to time any LIBOR Term Loans, to prepay any Borrowing the outstanding principal thereof in whole or a minimum principal amount of $1,000,000 and increments of $500,000 in part (without premium or penalty but subject to Section 2.14)excess thereof, subject to prior notice together in accordance each case with paragraph (b) accrued interest thereon as determined on the date of this Section 2.09. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreementsuch prepayment. (b) A Borrower shall notify Upon the Administrative Agent by telephone (confirmed by telecopy) occurrence of any optional prepayment hereunder Event of Loss with respect to any item of Collateral that is not repaired or replaced within 180 days after the occurrence of such Event of Loss (i) other than an item of Collateral no longer used or useful in the case Business), the Borrowers shall make a principal prepayment in an amount equal to the replacement value of prepayment the item of a Eurodollar BorrowingCollateral which suffered the Event of Loss, not later than 12:00 noontogether with accrued interest thereon with such principal payments to be applied, New York City timepro rata, two Business Days before to the date outstanding principal balance of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date Revolving Loans and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in a minimum amount of $5,000,000 or a larger integral multiple of $1,000,000. Each optional prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment shall be accompanied by accrued and unpaid interest to the extent required by Section 2.11Term Loans. (c) If on any date (including any date on which a mandatory reduction Simultaneously with the delivery of Commitments occurs pursuant the financial statements required to be delivered under Section 2.07(d)5.06(a) for the aggregate Outstandings exceed the then aggregate Commitmentsfiscal years ending -------------- December 31, then, without notice or demand2002 and thereafter, the Company Revolving Loan Commitment Amounts of all the Lenders shall promptly cause to be permanently reduced and the outstanding principal balance of the Term Loans shall be prepaid on a pro rata basis (together with accrued and unpaid interest on the principal amount of the Term Loans and any unreimbursed LC Disbursements being prepaid) in an amount equal to such excess andfifty percent (50%) of Excess Cash Flow, if any, as determined for such fiscal year; provided, however, that such reduction in the Revolving Loan Commitment Amounts and prepayment of the Term Loans shall not be required with respect to any fiscal year in which the Borrowers maintained throughout such fiscal year an Operating Leverage Ratio of less than 5.0 to 1.0. (d) The Revolving Loan Commitment Amounts of all the Lenders shall be permanently reduced and the outstanding principal balance of the Term Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by prepaid on a pro rata basis in an amount equal to (i) all of the net proceeds of any sales of assets of any Borrower other than sales to another Borrower or otherwise made in the ordinary course of business, which proceeds are not reinvested within 180 days after receipt thereof in replacement assets, plus accrued interest thereon, and (ii) the proceeds of insurance policies and condemnation awards paid to any Borrower if the proceeds thereof are not applied within 180 days after such payment to the replacement, reconstruction or restoration of equipment which was the subject of the insurance loss or award, plus accrued interest thereon. (e) The Revolving Loan Commitment Amount of all the Lenders shall be reduced on each Payment Date beginning September 30, 2003, in an amount equal to five percent (5.00%) of the original Revolving Loan Commitment Amount on each such Payment Date. (f) On each date that the Revolving Loan Commitment Amount is reduced, the Borrowers shall prepay first, the Revolving Loans, and second, provide to the Administrative Agent cash collateral with respect to the Letter of Credit Obligations in such amounts such that the sum of the outstanding principal balance of the Revolving Loans plus the Letter of Credit Obligations does not exceed the Revolving Loan Commitment Amount of all the Revolving Lenders after giving effect to the reduction thereof effective on such date. Any reduction in the Revolving Loan Commitment Amount of all the Lenders shall be allocated to each Revolving Lender based on its Pro Rata Share. All prepayments of principal shall be applied to the remaining excessprincipal payments of the type of Loans prepaid in the inverse order of maturity. The Letter of Credit Obligations shall be reduced on a dollar-for-dollar basis by the cash collateral. (g) Each prepayment of the Loans made by the Borrowers under this Agreement, whether voluntary or mandatory, shall be applied to the remaining principal payments of the type of Loans prepaid (and in the inverse order of maturity with respect to Term Loans) and shall be accompanied by payment of accrued and unpaid interest thereon and any compensation payable under Section ------- 2.07(d). -------

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14)part, subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or Section; provided that the Borrower shall not have the right to prepay any portion Competitive Loan without the prior written consent of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this AgreementLender thereof. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or electronic pdf) of any optional prepayment hereunder to be made pursuant to paragraph (a) of this Section (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a minimum amount Revolving Borrowing of $5,000,000 or a larger integral multiple of $1,000,000the same Type as provided in Section 2.02. Each optional Except as set forth in paragraph (d) below, each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by payment of accrued and unpaid interest to the extent required by Section 2.112.12. (c) If on any date (including any date on which a mandatory reduction of Commitments occurs pursuant to Section 2.07(d)) the aggregate Outstandings exceed the then aggregate Commitments, then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excess.

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium in dollars, or penalty but subject in the applicable Alternate Currency, with respect to Section 2.14Alternate Currency Loans), subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreement2.11. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyand, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment, (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment or (iv) in the case of prepayment of a Alternate Currency Borrowing, not later than 11:00 a.m., New York City time, four (4) Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.07(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a minimum amount Borrowing of $5,000,000 or a larger integral multiple of $1,000,000the same Type as provided in Section 2.02. Each optional prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that each prepayment of Term Loans pursuant to Section 2.11(a) shall be applied pro rata to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans) and to the remaining installments of each Class in direct order of maturity; provided further that (x) in the case of a voluntary prepayment of Term Loans pursuant to Section 2.11(a), in lieu of such application on a pro rata basis to each Class of Term Loans, at any time the Borrower may, at its option, direct that such prepayment be applied (in which case it shall be applied) (A) first, to then outstanding Term A Loans until all then outstanding Term A Loans have been repaid in full, and (B) thereafter, to the successive Class or Classes of Term Loans with the then next earliest Maturity Date (ratably among such Classes, if multiple Classes exist with the same Maturity Date), until all such Term Loans have been repaid in full, and so on, and (y) it is understood and agreed that this proviso may be modified as expressly provided in Sections 2.21 and 2.23 in connection with an Extension Amendment or a Refinancing Amendment, as the case may be. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and the payment amount specified in such notice shall be due and payable on the date specified therein. Prepayments shall be accompanied by accrued and unpaid interest to the extent required by Section 2.112.13. (c) If on any date (including any date on which a mandatory reduction of Commitments occurs pursuant to Section 2.07(d)) the aggregate Outstandings exceed the then aggregate Commitments, then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excess.

Optional and Mandatory Prepayment of Loans. (a) Any The Borrower shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part (without premium or penalty but subject to Section 2.142.13), subject to prior notice in accordance with paragraph subsection (b) of this Section 2.09Section. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreement. (b) A The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar BorrowingLoan, not later than 12:00 noon, New York City time, two Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR BorrowingLoan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c). Promptly following receipt of any such notice relating to a BorrowingLoan, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing Loan shall be in a minimum amount of $5,000,000 or a larger integral multiple of $1,000,000. Each optional prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment shall be accompanied by accrued and unpaid interest to the extent required by Section 2.112.10. (c) If on any the date (including any date on which a mandatory reduction of Commitments occurs the Commitment terminates pursuant to Section 2.07(d)2.06(b) there are any Outstandings, the aggregate Borrower shall immediately prepay in full the principal of, and accrued interest on, all outstanding Loans and Reimbursement Obligations and Cash Collateralize the Outstanding Undrawn Face Amount. (d) If on any date when the Commitment is in effect the Outstandings exceed the then aggregate CommitmentsCommitment, then, without notice or demand, the Company Borrower shall promptly cause to be prepaid immediately prepay the principal amount of and accrued interest on the Loans and any unreimbursed LC Disbursements in Reimbursement Obligations by an amount equal to such excess and, if the principal of and interest on all Loans and unreimbursed LC Disbursements Reimbursement Obligations shall have been prepaidprepaid in full, promptly cause to be immediately Cash Collateralized outstanding Letters of Credit Collateralize the Outstanding Undrawn Face Amount by an amount equal to any remaining excess.

Optional and Mandatory Prepayment of Loans. (a) Any Borrower The Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part (without premium or penalty but subject to Section 2.14)part, subject to prior notice in accordance with paragraph (b) of this Section 2.09. All or any portion of any Loan prepaid may be borrowed and reborrowed in accordance with the terms and provisions of this Agreement2.09(b). (b) A Borrower The Company shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy in the form of Exhibit 2.09 (a "Notice of Prepayment")) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, two three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, Type and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07(c)2.07. Each partial prepayment shall be in an aggregate amount not less than, and shall be an integral multiple of, the amounts shown below with respect to the applicable Type of Loan or Borrowing: ----------------------------------------------------------------- Integral Minimum Type of Loan/Borrowing Multiple of Aggregate Amount ---------------------- ----------- ---------------- ----------------------------------------------------------------- Eurodollar Revolving Borrowing $1,000,000 $ 3,000,000 ----------------------------------------------------------------- ABR Revolving Borrowing 1,000,000 1,000,000 ----------------------------------------------------------------- Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. If the Company fails to designate the Type of Borrowings to be prepaid, partial prepayments shall be applied first to the outstanding ABR Borrowings until all such outstanding principal of ABR Borrowings are repaid in full, and then to the outstanding principal amount of Eurodollar Borrowings. Each optional partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a minimum amount Revolving Borrowing of $5,000,000 or a larger integral multiple of $1,000,000the same Type as provided in Section 2.02. Each optional prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each prepayment Prepayments shall be accompanied by accrued and unpaid interest to the extent required by Section 2.112.11 and any break funding costs pursuant to Section 2.14 shall be paid within 10 days after the incurrence thereof. (c) If on The Company shall make any date (including any date on which a mandatory reduction of Commitments occurs prepayment required pursuant to Section 2.07(d)) the aggregate Outstandings exceed the then aggregate Commitments, then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit by an amount equal to any remaining excess2.07.