Common use of Optional Prepayments of Loans Clause in Contracts

Optional Prepayments of Loans. (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. Optional prepayments of the Term Loans may not be reborrowed. (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (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 or (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. 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 US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Partial prepayments of Term Loans and Revolving Loans shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest to the extent required by Section 4.08 and any amounts payable under Section 4.11 in connection with such prepayment.

Optional Prepayments of Loans. (a) Each Subject to Section 5.12, any Borrower shall have the right may, at any time and or from time to time time, upon prior notice to the Agent, ratably prepay any Borrowing Revolving Loans made to such Borrower in whole or in part, subject in amounts of One Million Dollars ($1,000,000) or any multiple of One Hundred Thousand Dollars ($100,000) in excess thereof. Such notice of prepayment (i) shall specify the date and amount of such prepayment and whether such prepayment is of Base Rate Loans or Eurodollar Rate Loans, or any combination thereof, and (ii) shall be given not less than three Business Days' before a prepayment of Eurodollar Rate Loans and by 11:00 a.m. on the date of prepayment of any Base Rate Loans. Such notice shall not thereafter be revocable by the applicable Borrower, and the Agent shall promptly notify each Bank thereof and of such Bank's Percentage Share of such prepayment. If such notice is given, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to prior notice in accordance with paragraph (b) of this Section. Optional prepayments of each such date on the Term Loans may not be reborrowedamount prepaid and the amounts required pursuant to Section 5.12. (b) The US Borrower Company may, at any time or from time to time on any Business Day, upon prior telephone notice to the Mexican BorrowerSwingline Bank received by 3:00 p.m. (Houston, as the case may beTexas time) on such Business Day, shall notify the Administrative Agent (and, prepay Swingline Loans in the case of prepayment of a Swingline Loanwhole or in part. If such notice is given, the Swingline Lender) by telephone (confirmed Company shall make such prepayment and the payment amount specified in writing) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (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 or (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. Each such notice shall be irrevocable due and shall specify payable on the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatspecified therein, if a notice of prepayment is given in connection together with a conditional notice of termination of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Partial prepayments of Term Loans and Revolving Loans shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest to each such date on the extent required by Section 4.08 and any amounts payable under Section 4.11 in connection with such prepaymentamount prepaid. The Swingline Bank shall promptly thereafter notify the Agent of the amount prepaid.

Optional Prepayments of Loans. (a) Each 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 (out of funds available to the Company after the application of clauses "first" through "eighth" of Section 8.12(b)) subject to prior notice in accordance with paragraph (b) of this Section. Optional prepayments Section and subject to the provisions of the Term Loans may not be reborrowedSection 2.14. (b) The US Borrower or the Mexican Borrower, as the case may be, Company shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) writing of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowinghereunder, not later than 11:00 a.m., New York City time, three five (5) Business Days before the date of prepayment, (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 or (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. Each such notice shall be irrevocable and shall specify the prepayment date and amount of prepayment and whether the prepayment is (i) of Construction Loans, Term Loans, Revolving Credit Loans or a combination thereof and (ii) of Eurodollar Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount of allocable to each Borrowing or portion thereof Class, and shall specify how such prepayment shall be applied to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination the remaining installments of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03Loans. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Partial optional prepayments of Term Loans and Revolving Loans shall be in an a minimum aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple multiples of $500,000 and not less than $1,000,0001,000,000 in excess thereof or, if less, the Applicable Percentage of the Loans being prepaid or the entire amount of a Borrowing for which the date of prepayment is the last day of the Interest Period of such Borrowing. Prepayments Optional prepayments shall be accompanied by accrued interest thereon. Optional prepayments with respect to the extent required by Section 4.08 and any amounts payable under Section 4.11 Construction Loans or the Term Loans may not be reborrowed. (c) Optional prepayments shall be applied to the remaining installments of the Loans in connection with such prepaymentdirect order of maturity.

Optional Prepayments of Loans. (a) Each The Borrower shall will have the right at any time and from time to time time, without premium or penalty, to prepay any Borrowing Loans, in whole or in part, subject by delivering an irrevocable Notice of Prepayment to prior notice in accordance with paragraph (b) of this Section. Optional prepayments of the Term Loans may not be reborrowed. (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, Lender not later than 11:00 a.m. (i) on the same Business Day as the proposed prepayment of each Base Rate Loan, New York City time, and (ii) at least three Business Days before prior to the proposed prepayment of each LIBOR Rate Loan, specifying the date of prepayment, (ii) in the case and amount of prepayment and whether the prepayment is of an ABR BorrowingLIBOR Rate Loans, not later than 11:00 a.m.Base Rate Loans or a combination thereof, New York City timeand, one Business Day before the date of prepayment or (iii) in the case of prepayment if of a Swingline Loancombination thereof, not later than 12:00 noonthe amount allocable to each. If any such notice is given, New York City time, the amount specified in such notice will be due and payable on the date set forth in such notice. A Notice of prepaymentPrepayment received after 11:00 a.m. will be deemed received on the next Business Day. Each such notice shall be irrevocable and shall specify Notwithstanding the prepayment date and the principal amount foregoing, any Notice of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given Prepayment delivered in connection with a conditional notice any refinancing of termination all of the US Revolving Commitments Credit Facilities with the proceeds of such refinancing or Mexican Commitments as contemplated by Section 4.03of any incurrence of Indebtedness, then may be, if expressly so stated to be, contingent upon the consummation of such notice of prepayment refinancing or incurrence and may be revoked if by the Borrower in the event such notice refinancing is not consummated (provided that the failure of termination is revoked such contingency will not relieve the Borrower from its obligations in accordance with respect thereof pursuant to Section 4.034.9). Promptly following receipt of The Borrower may not prepay any such notice relating to a Borrowing, LIBOR Rate Loan on any day other than on the Administrative Agent shall advise the Lenders last day of the contents thereof. Partial prepayments of Term Loans and Revolving Loans shall be in an amount that Interest Period applicable thereto unless such prepayment is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest any amount required to the extent required by be paid pursuant to Section 4.08 and any amounts payable under Section 4.11 in connection with such prepayment4.9.

Optional Prepayments of Loans. (a) Each Borrower shall have the right to prepay Base Rate Loans without premium or penalty at any time and from time to time, in whole or in part (but, if in part, then in an amount which is equal to or greater than $1,000,000 or such smaller amount as needed to prepay a particular Borrowing in full); provided, however, that the Company on behalf of such Borrower shall have given notice of such prepayment to the Administrative Agent no later than 12:00 p.m. (New York City time) on the date of such prepayment. Each Borrower shall have the right to prepay any Term Benchmark Loans at any time and from time to time to prepay any Borrowing without premium or penalty, in whole or in part (but, if in part, then in an amount which is equal to or greater than $2,500,000 and in an integral multiple of the Borrowing Multiple or such smaller amount as needed to prepay a particular Borrowing in full), subject to prior any breakage fees and funding losses that are required to be paid pursuant to Section 2.11; provided, however, that the Company on behalf of such Borrower shall have given notice in accordance with paragraph (b) of this Section. Optional prepayments of the Term Loans may not be reborrowed. (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify such prepayment to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not no later than 11:00 a.m., 12:00 p.m. (New York City time, ) at least three (3) Business Days before the proposed prepayment date (or such shorter period as may be agreed by the Administrative Agent in its sole discretion). A notice delivered under this Section 2.9 may be conditioned upon the effectiveness of prepaymentother credit facilities or the closing of one or more securities offerings or other transactions, (ii) in the which 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 or (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. Each such notice shall be irrevocable deemed rescinded if such condition shall fail to be satisfied by the proposed effective date of such prepayment; provided that upon any such rescission the applicable Borrower shall be liable for any breakage fees and funding losses that are required to be paid pursuant to Section 2.11. Any such prepayments shall specify be made by the prepayment date and payment of the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if a notice with respect to any Term Benchmark Loans, accrued and unpaid interest thereon to the date of prepayment is given in connection with a conditional notice of termination of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03prepayment. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Partial Optional prepayments of Term Loans and Revolving Loans shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest applied to the extent required Loans then outstanding in the order specified by Section 4.08 and any amounts payable under Section 4.11 in connection with such prepaymentthe Company.

Optional Prepayments of Loans. (a) Each 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 (out of funds available to the Borrower under clause ninth of Section 8.10(b)) subject to prior notice in accordance with paragraph (b) of this Section. Optional prepayments Section and subject to the provisions of the Term Loans may not be reborrowedSection 2.14. (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) writing of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowinghereunder, not later than 11:00 a.m., New York City time, three five Business Days before the date of prepayment, (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 or (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. Each such notice shall be irrevocable and shall specify the prepayment date and amount of prepayment and whether the prepayment is (i) of Term Loans, Revolving Credit Loans or a combination thereof and (ii) of Eurodollar Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount of allocable to each Borrowing or portion thereof Class, and shall specify how such prepayment shall be applied to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination the remaining installments of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03Loans. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Partial optional prepayments of Term Loans and Revolving Loans shall be in an a minimum aggregate principal amount that is an of $5,000,000 and integral multiple multiples of $1,000,000 and not less than $5,000,000in excess thereof or, if less, the outstanding amount of the Loans being prepaid or the entire amount of a Borrowing for which the date of prepayment is the last day of the Interest Period of such Borrowing. Partial Optional prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest thereon. Optional prepayments with respect to the extent required Term Loans may not be reborrowed. (c) Optional prepayments shall be applied to the remaining installments of the Loans as specified by Section 4.08 and any amounts payable under Section 4.11 the Borrower in connection with such prepaymentthe notice of prepayment set forth in paragraph (b) above.

Optional Prepayments of Loans. (a) Each The Borrower shall have the right at may, on any time Business Day and from time to time to time, prepay any Borrowing the Loans, in whole or in part, subject upon at least five Business Days' (if during the Construction Period or if the Loans to be prepaid are Bank Liquidity Loans) or 30 Business Days' (if otherwise) prior irrevocable notice in accordance with paragraph (beach such notice, an "Optional Prepayment Notice") to the Administrative Agent and each Institution; provided that, at such time and after giving effect thereto, no Default or Event of this Section. Optional prepayments of Default shall have occurred and be continuing; provided, further that the Term Loans Borrower may not be reborrowedprepay the Loans prior to the Institutional Commitment Termination Date if such prepayment would result in a prepayment of any Institutional Loans under Section 7.5. (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and, in the case of Each prepayment of a Swingline LoanLoans pursuant to this Section 7.4 shall be applied to the prepayment of Bank Loans and/or Institutional Loans in accordance with Section 7.5 and shall be made without premium or penalty, the Swingline Lender) by telephone (confirmed in writing) of any prepayment hereunder except (i) in the case of any prepayment of a Eurodollar BorrowingBank Loans, not later than 11:00 a.m.any amounts due pursuant to Sections 7.7(a) and 7.7(d), New York City time, three Business Days before the date of prepayment, and (ii) in the case of any prepayment of an ABR BorrowingInstitutional Loans, not later than 11:00 a.m.the Make-Whole Premium due pursuant to Section 7.7(b) unless, New York City timewith respect to any Institution, one Business Day before either (x) it consents to receive payment of the date of prepayment Modified Make-Whole Premium in accordance with Section 7.5(b), in which case such Institution shall be entitled to receive the Modified Make-Whole Premium due pursuant to Section 7.7(c), or (iiiy) it has waived its right to receive a Make-Whole Premium in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentaccordance with Section 7.5(b). Each such notice shall be irrevocable and Optional Prepayment Notice shall specify (A) the amount of the prepayment (the "Aggregate Prepayment Amount"), (B) the prepayment date and (C) if such prepayment is to be made solely to the principal Banks pursuant to clause (i) or (ii) of Section 7.5, whether such prepayment is of Eurodollar Loans, C/D Rate Loans, Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount of each Borrowing or portion thereof the prepayment allocable to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03each. Promptly following Upon receipt of any such notice relating to a Borrowing, Optional Prepayment Notice the Administrative Agent shall advise the Lenders of the contents promptly notify each Bank thereof. Thereafter, and on the prepayment date specified in the Optional Prepayment Notice, the Borrower shall take such actions required by, and apply the prepayment in accordance with, Section 7.5. (c) Partial prepayments of Term Bank Project Loans made after the Construction Period Termination Date, and partial prepayments of Bank L/C Loans and Revolving Institutional Loans, pursuant to this Section 7.4 shall at the option of the Borrower be applied to the installments of principal of the Loans either in the inverse order of their scheduled maturities or ratably to each of their scheduled maturities. Except as otherwise provided in Section 10.31, partial prepayments pursuant to this Section 7.4 shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000or a whole multiple in excess thereof. Partial prepayments Amounts of Swingline Bank Project Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest prepaid prior to the extent required by Construction Period Termination Date pursuant to this Section 4.08 7.4 may be reborrowed, but amounts of Bank Project Loans prepaid on or after the Construction Period Termination Date pursuant to this Section 7.4 may not be reborrowed. Amounts of Bank L/C Loans and Institutional Loans prepaid at any amounts payable under time pursuant to this Section 4.11 in connection with such prepayment7.4 may not be reborrowed.

Optional Prepayments of Loans. (a) Each The Borrower shall have the right at may, on any time Business Day and from time to time to time, prepay any Borrowing the Loans, in whole or in part, subject upon at least five Business Days' (if during the Construction Period or if the Loans to be prepaid are Bank Liquidity Loans) or 30 Business Days' (if otherwise) prior irrevocable notice in accordance with paragraph (beach such notice, an "Optional Prepayment Notice") to the Administrative Agent and each Institution; provided that, at such time and after giving effect thereto, no Default or Event of this Section. Optional prepayments of Default shall have occurred and be continuing; provided, further that the Term Loans Borrower may not be reborrowedprepay the Loans prior to the Institutional Commitment Termination Date if such prepayment would result in a prepayment of any Institutional Loans under Section 7.5. (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and, in the case of Each prepayment of a Swingline LoanLoans pursuant to this Section 7.4 shall be applied to the prepayment of Bank Loans and/or Institutional Loans in accordance with Section 7.5 and shall be made without premium or penalty, the Swingline Lender) by telephone (confirmed in writing) of any prepayment hereunder except (i) in the case of any prepayment of a Eurodollar BorrowingBank Loans, not later than 11:00 a.m.any amounts due pursuant to Sections 7.7(a) and 7.7(d), New York City time, three Business Days before the date of prepayment, and (ii) in the case of any prepayment of an ABR BorrowingInstitutional Loans, not later than 11:00 a.m.the Make-Whole Premium due pursuant to Section 7.7(b) unless, New York City timewith respect to any Institution, one Business Day before either (x) it consents to receive payment of the date of prepayment Modified Make-Whole Premium in accordance with Section 7.5(b), in which case such Institution shall be entitled to receive the Modified Make-Whole Premium due pursuant to Section 7.7(c), or (iiiy) it has waived its right to receive a Make-Whole Premium in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentaccordance with Section 7.5(b). Each such notice shall be irrevocable and Optional Prepayment Notice shall specify (A) the amount of the prepayment (the "Aggregate Prepayment Amount"), (B) the prepayment date and (C) if such prepayment is to be made solely to the principal Banks pursuant to clause (i) or (ii) of Section 7.5, whether such prepayment is of Eurodollar Loans, C/D Rate Loans, Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount of each Borrowing or portion thereof the prepayment allocable to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03each. Promptly following Upon receipt of any such notice relating to a Borrowing, Optional Prepayment Notice the Administrative Agent shall advise promptly notify each Bank thereof. Thereafter, and on the Lenders prepayment date specified in the Optional Prepayment Notice, the Borrower shall take such actions required by, and apply the prepayment in accordance with, Section 7.5. (c) Partial prepayments of Bank Project Loans made after the Construction Period Termination Date, and partial prepayments of Bank L/C Loans and Institutional Loans, pursuant to this Section 7.4 shall at the option of the contents thereofBorrower be applied to the installments of principal of the Loans either in the inverse order of their scheduled maturities or ratably to each of their scheduled maturities. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 7.4 shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000or a whole multiple in excess thereof. Partial prepayments Amounts of Swingline Bank Project Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest prepaid prior to the extent required by Construction Period Termination Date pursuant to this Section 4.08 7.4 may be reborrowed, but amounts of Bank Project Loans prepaid on or after the Construction Period Termination Date pursuant to this Section 7.4 may not be reborrowed. Amounts of Bank L/C Loans and Institutional Loans prepaid at any amounts payable under time pursuant to this Section 4.11 in connection with such prepayment7.4 may not be reborrowed.

Optional Prepayments of Loans. (a) Each 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, subject to prior notice in accordance with paragraph (b) of this SectionSection and subject to the provisions of paragraph (c) of this Section and Section 2.15. Optional prepayments of the Term Loans may not be reborrowed.------------ (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) writing or by telephone (confirmed in writingby telecopy) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowinghereunder, not later than 11:00 a.m., New York City time, three 5 Business Days before the date of prepayment, (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 or (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. Each such notice shall be irrevocable and shall specify specify, in the case of any prepayment of Loans, the date and amount of prepayment and whether the prepayment date is (i) of Tranche A-1 Term Loans, Tranche A-2 Term Loans, Working Capital Loans or a combination thereof and (ii) of Eurodollar Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount of each Borrowing or portion thereof allocable to each, and shall specify how such prepayment shall be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination applied to the remaining installments of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03Loans. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Partial optional prepayments of Term Loans and Revolving Loans shall be in an a minimum aggregate principal amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple multiples of $500,000 and not less than $1,000,000100,000 in excess thereof. Prepayments Optional prepayments shall be accompanied by accrued interest to the extent required by Section 4.08 and 2.12. Without in any amounts payable under way limiting the ------------ obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from a Responsible Officer of the Borrower (or a designee of such Responsible Officer). (c) Optional prepayments shall be applied to the installments of the Loans as specified by the Borrower in the notice of prepayment set forth in paragraph (b) of this Section 4.11 in connection with such prepaymentprovided that the Borrower shall not be permitted -------- to voluntarily prepay Tranche A-2 Term Loans until First Permitted Upgrade Final Completion.

Optional Prepayments of Loans. (a) Each Borrower shall have the right Subject to Section 4.04, any Borrower, may, at any time and or from time to time time, upon irrevocable notice to the Administrative Agent, prepay any Borrowing (but not permanently reduce the Revolving Loan Commitments to the extent of prepayments on the Revolving Loans unless otherwise expressly requested in writing by the Company) the Loans in whole or in part, subject to prior notice in accordance with paragraph (b) minimum amounts of this Section. Optional prepayments $1,000,000, or any multiple of the Term Loans may not be reborrowed. (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and$100,000 in excess thereof, in the case of prepayment Base Rate Loans, and the Dollar Equivalent of a Swingline Loan$2,000,000, or any multiple of the Swingline Lender) by telephone Dollar Equivalent of $100,000 in excess thereof (confirmed or such other amount necessary to repay any Offshore Currency Loan in writing) of any prepayment hereunder (i) full), in the case of Offshore Rate Loans. The relevant Borrower may designate whether such prepayments shall be applied to prepay Revolving Loans, Term Loans or Sterling Acquisition Loans provided that such prepayments shall be applied ratably among the Lenders holding such Loans. A Borrower shall deliver a notice of prepayment of a Eurodollar Borrowing, in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m., a.m. (New York City time, ) (a) at least three Business Days before in advance of the prepayment date of prepaymentif the Loans to be prepaid are Offshore Currency Loans, (iib) at least two Business Days in advance of the case of prepayment of an ABR Borrowingdate if the Loans to be prepaid are Offshore Rate Loans in Dollars, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or and (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of the prepayment date if the Loans to be prepaid are Base Rate Loans. Such notice of prepayment shall specify the date and amount of such prepayment, the Loans being prepaid and whether such prepayment is of Base Rate Loans or Offshore Rate Loans, or any combination thereof, the Applicable Currency and the identity of the Borrower. The Administrative Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. Each If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be irrevocable due and shall specify payable on the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatspecified therein, if a notice of prepayment is given in connection together with a conditional notice of termination of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Partial prepayments of Term Loans and Revolving Loans shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest to each such date on the extent required by Section 4.08 amount prepaid and any amounts payable under required pursuant to Section 4.11 in connection with such prepayment4.04.

Optional Prepayments of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole the Dollar Term Loans, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, or in part, by providing written notice (an “Optional Prepayment Notice”) to the Administrative Agent no later than 1:00 p.m. three (3) Business Days prior to the date of such prepayment, without premium or penalty, provided that, subject to prior notice compliance with Section 3.05, (a) each partial prepayment shall be in principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (b) each partial prepayment shall be allocated among the Appropriate Lenders in accordance with paragraph (bsuch Lender’s Applicable Percentage of the applicable Loans. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of this SectionLoans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Optional prepayments The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the Term Loans amount of such Lender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice given under this Section 2.03 shall be irrevocable; provided, however, that any such Optional Prepayment Notice may not be reborrowed. (b) The US Borrower state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the Mexican receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, as in which case, such Optional Prepayment Notice may be revoked by the case may be, shall notify Borrower giving written notice to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (andand for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the case of Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Swingline Loan, principal of the Swingline Lender) by telephone (confirmed in writing) of any prepayment Loans hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (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 or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on shall include all interest accrued to the date of prepayment. Each such notice shall be irrevocable and shall specify No amount repaid with respect to 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 US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment Loans may be revoked if such notice of termination is revoked in accordance with Section 4.03reborrowed. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Partial prepayments of Term Loans and Revolving Loans shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest to the extent required by Section 4.08 and any amounts payable under Section 4.11 in connection with such prepayment.DB1/ 113327194.13

Optional Prepayments of Loans. (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. Optional prepayments of the Term Loans may not be reborrowed. (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writingby telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (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 or (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. 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 US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Partial prepayments of Term Loans and Revolving Loans shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest to the extent required by Section 4.08 and any amounts payable under Section 4.11 in connection with such prepayment.

Optional Prepayments of Loans. (a) Each The Borrower shall ---------------------------- have the right at any time and from time to time to prepay any Borrowing Class of Loans in whole or in part, without premium or penalty except as set forth in paragraph --------- (c) below, subject to prior notice in accordance with paragraph (b) of this Section. Optional prepayments of the Term Loans may not be reborrowed.--- (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) writing or by telephone (confirmed in writingby facsimile) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowinghereunder, not later than 11:00 a.m., New York City time, three five Business Days before the date of prepayment, (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 or (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. Each such notice shall be irrevocable and shall specify specify, in the case of any prepayment of Loans, the date and amount of prepayment and whether the prepayment date is (i) of Term Loans, Working Capital Loans or a combination thereof and (ii) of Eurodollar Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount of each Borrowing or portion thereof allocable to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03each. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Partial optional prepayments of Term Loans and Revolving Loans shall be in an a minimum aggregate principal amount that is an of $5,000,000 and integral multiple multiples of $1,000,000 and not less than $5,000,000in excess thereof. Partial Optional prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest to the extent required by Section 4.08 2.13. Without in any way ------------ limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from a Responsible Officer of the Borrower (or a designee of such Responsible Officer). In each such case the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic notice. (c) With respect to any prepayment of Term D Loans, the Borrower shall pay to the Lenders having outstanding Term D Loans a prepayment fee on the principal amount of Term D Loans so prepaid equal to (i) 3.00% of the principal amount of such Term D Loans prepaid for any prepayment of such Term D Loans made on or prior to the first anniversary of the Closing Date, (ii) 2.00% of the principal amount of such Term D Loans prepaid for any prepayment of such Term D Loans made after the first anniversary but on or prior to the second anniversary of the Closing Date, (iii) 1.00% of the principal amount of such Term D Loans prepaid for any prepayment of such Term D Loans made after the second anniversary but on or prior to the third anniversary of the Closing Date, and (iv) 0% thereafter. (d) Optional prepayments of the Term Loans shall be applied to the outstanding principal amount of all Term Loans pro rata among each tranche of --- ---- Term Loans (with the amount of such prepayment of the Term Loans being applied one-half to the remaining installment payments thereof in the direct order of maturity and one-half to the remaining installment payments thereof in the inverse order of maturity). Notwithstanding the foregoing, any amounts payable under Section 4.11 Lender that has Term D Loans outstanding may elect not to have its pro rata share of such Term D --- ---- Loans prepaid, and upon any such election the Administrative Agent shall apply the amount that otherwise would have prepaid such Lender's Term D Loans to a prepayment of the outstanding principal amount of Term A Loans, Term B Loans and Term C Loans until paid in connection with such prepaymentfull, and then to the repayment of the outstanding principal amount of Working Capital Loans.

Optional Prepayments of Loans. (a) Each The Borrower shall have the right right, at any time and from time to time its election, to prepay any Borrowing in the outstanding amount of the Loans, as a whole or in part, on any Business Day, without penalty or premium; provided that the Borrower shall not have the right to prepay any Competitive Bid Loan without the prior written consent of the Lender thereof and the full or partial prepayment of the outstanding amount of any Eurocurrency Rate Loans made pursuant to this §3.3 not made on the last day of the Interest Period relating thereto shall be subject to the provisions of the last sentence of this paragraph. The Borrower shall give the Agent prior written notice of any prepayment pursuant to this §3.3 no later than 10:00 a.m., on (i) the same Business Day as prepayment of any Base Rate Loans or LIBOR Loans, (ii) the day that is two (2) Business Days prior to any proposed repayment of any Eurocurrency Rate Loans denominated in accordance with paragraph Dollars and (biii) the day that is four (4) Business Days (or five (5) Business Days, in respect of Loans denominated in Special Notice Currencies) prior to any proposed prepayment of any Eurocurrency Rate Loans denominated in Alternative Currencies, specifying the proposed date of prepayment of Loans, which of the Facilities will be prepaid and the principal amount, currency, Type and Interest Period of the Loans to be prepaid. The Agent shall promptly notify each Lender of its receipt of each such notice, and of such Lender’s ratable portion (if any) of this Section. Optional prepayments the principal amount of such prepayment to be received by such Lender (based on such Lender’s Commitment Percentage in respect of any prepayment of the Delayed Draw Term Loans may not be reborrowed. (b) The US Borrower or Facility and/or the Mexican BorrowerRevolving Credit Facility, as the case may be, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (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 or (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). Each such notice shall be irrevocable and shall specify the partial 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 US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Partial prepayments of Term Loans and Revolving Loans shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments and, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the extent required date of payment. The principal payments so received shall be applied first to the principal of Base Rate Loans and then to the principal of Eurocurrency Rate Loans. If such notice is given by Section 4.08 the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to §2.12, each such prepayment shall be promptly paid to the Lenders in accordance with their respective Commitment Percentages in respect of any amounts payable under Section 4.11 prepayment of Delayed Draw Term Loans or Revolving Loans, as applicable. Notwithstanding anything contained herein to the contrary, (x) if the Borrower makes a full or partial prepayment of a Eurocurrency Rate Loan on a date other than the last day of the Interest Period relating thereto, the Borrower shall also make the indemnity payments described in connection §4.8 and (y) any prepayment made with such prepaymentrespect to Delayed Draw Term Loans that are Eurocurrency Rate Loans or LIBOR Loans shall be applied first to the portion thereof that is not subject to an Interest Rate Contract.

Optional Prepayments of Loans. (a) Each Borrower shall have the right Subject to Section 4.04, any Credit Party, may, at any time and or from ------------ time to time time, upon irrevocable notice to the Agent, prepay any Borrowing (but not permanently reduce the Revolving Loan Commitments to the extent of prepayments on the Revolving Loans unless otherwise expressly requested in writing by the Company) the Loans, including the Term Loans, in whole or in part, subject to prior notice in accordance with paragraph (b) minimum amounts of this Section. Optional prepayments $500,000, or any multiple of $250,000 in excess thereof, in the case of Base Rate Loans, and the Dollar Equivalent $500,000, or any multiple of the Dollar Equivalent $250,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full), in the case of Offshore Rate Loans. The Company may designate whether such prepayments shall be applied to prepay Revolving Loans or Term Loans may not provided that such prepayments shall be reborrowed. (b) The US Borrower applied ratably among the Lenders holding such Revolving Loans or the Mexican BorrowerTerm Loans, as the case may be, . The Company shall notify the Administrative Agent (and, in the case deliver a notice of prepayment of a Swingline Loan, in accordance with Section 11.02 to be received by the Swingline Lender) by telephone (confirmed in writing) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, Agent not later than 11:00 a.m., New York City 10:30 a.m. (Chicago ------------- time, ) (a) at least three Business Days before in advance of the prepayment date of prepaymentif the Loans to be prepaid are Offshore Currency Loans, (iib) at least two Business Days in advance of the case of prepayment of an ABR Borrowingdate if the Loans to be prepaid are Offshore Rate Loans in Dollars, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or and (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of the prepayment date if the Loans to be prepaid are Base Rate Loans. Such notice of prepayment shall specify the date and amount of such prepayment, the Loans being prepaid and whether such prepayment is of Base Rate Loans or Offshore Rate Loans, or any combination thereof, and the Applicable Currency. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. Each If such notice is given by a Credit Party, such Credit Party shall make such prepayment and the payment amount specified in such notice shall be irrevocable due and shall specify payable on the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatspecified therein, if a notice of prepayment is given in connection together with a conditional notice of termination of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Partial prepayments of Term Loans and Revolving Loans shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest to each such date on the extent required by Section 4.08 amount prepaid and any amounts payable under required pursuant to Section 4.11 in connection with such prepayment.4.04. ------------

Optional Prepayments of Loans. (a) Each The Borrower shall have the right right, at any time and from time to time its election, to prepay any Borrowing in the principal amount outstanding under either tranche, as a whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. Optional prepayments at any time without penalty or premium, provided that any full or partial prepayment of the Term Loans -------- principal amount of any LIBOR Advances pursuant to this (S) 3.03 may not be reborrowed. (b) made -------- only on the last day of the Interest Period relating thereto unless such prepayments are accompanied by such additional amounts as are sufficient to pay the Lenders' Breakage Costs associated with such prepayments. The US Borrower or the Mexican Borrower, as the case may be, shall notify give the Administrative Agent (andAgent, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not no later than 11:00 10:00 a.m., New York City time, at least three (3) Business Days before Days' prior written notice of any proposed prepayment pursuant to this (S) 3.03 of Base Rate Advances, and four (4) (or such shorter -------- period as the Lenders may agree from time to time) LIBOR Business Days' notice of any proposed prepayment pursuant to this (S) 3.03 of LIBOR Advances, in each -------- case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans (i) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 (or, if less, the aggregate outstanding principal balance of all Advances), (ii) shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment, (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 or (iii) in shall require the case payment of prepayment of a Swingline Loan, 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 thatappropriate Breakage Costs, if a notice of prepayment is given in connection with a conditional notice of termination of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03any, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03(S) 3.04(b), and (iv) shall be applied ratably ----------- to Tranche 1 and Tranche 2 and pro rata against the remaining installment --- ---- payments of principal on the applicable tranche. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent Each partial prepayment shall advise be allocated among the Lenders of on a pro rata basis. --- ---- -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the contents thereofSecurities and Exchange Commission. Partial prepayments of Term Loans and Revolving Loans Confidential treatment has been requested with respect to the omitted portions. No amounts so prepaid, whether before or after the Commitment Termination Date, shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest to the extent required by Section 4.08 and any amounts payable under Section 4.11 in connection with such prepaymentavailable for reborrowing.

Optional Prepayments of Loans. (a) Each The Borrower shall have the right at any time and right, from time to time on or after the first Payment Date occurring at least five (5) calendar years after the Funding Date of a Series, to prepay any Borrowing the Loans of a Series in whole or in partpart without fee or penalty, subject to prior notice the requirements of this Section 2.05, Sections 2.09, 2.11 and 2.14 and otherwise in accordance with paragraph (b) the terms of this Section. Optional prepayments of the Term Loans may not be reborrowedAgreement. (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and, in the case of Each prepayment of the Loans of a Swingline LoanSeries must be accompanied by a payment of all accrued and unpaid interest (to the date of repayment) on the principal amount of such Loans being prepaid and all other amounts due under this Agreement and/or any of the other Credit Documents in connection with such prepayment, including amounts payable under Section 2.14. Each partial prepayment shall be applied to prepay the Swingline Lender) by telephone outstanding principal of the Loans of the applicable Series in accordance with clause (confirmed in writingd) of any prepayment hereunder this Section 2.05. (ic) in the case The Borrower shall deliver written notice of each optional prepayment of the Loans of a Eurodollar Borrowing, Series to the Facility Agent and the Lenders of such Series not later than 11:00 a.m., 1:00 p.m. (New York City time, ) at least three (3) Borrower Business Days before and no more than ten (10) Borrower Business Days prior to the date of prepayment, such prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one which date must be a Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentDay). Each such written notice (a “Notice of Prepayment”) shall be irrevocable and shall specify specify: (i) the prepayment date Series and the aggregate principal amount of the Loans thereof to be prepaid, (ii) the aggregate amount of all accrued and unpaid interest due on the principal amount of each Borrowing or portion thereof the Loans to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the US Revolving Commitments or Mexican Commitments as contemplated by Section 4.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Partial prepayments of Term Loans and Revolving Loans shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments shall be accompanied by accrued interest to the extent required by Section 4.08 and any (iii) all other amounts (including amounts payable under Section 4.11 2.14) due under this Agreement and/or any other Credit Documents in connection with such prepayment, and (iv) the Business Day on which the Borrower will make such payments. (d) The Borrower shall make each prepayment of the Loans of a Series, together with payment of all other amounts required in connection therewith, to the Facility Agent (on behalf and solely for the benefit of the Lenders of such Series) on the date specified in the applicable Notice of Prepayment. Each such prepayment shall be applied by the Facility Agent ratably among the Loans of such Series and shall reduce the outstanding principal amount of such Loans due on each subsequent Payment Date in inverse order of maturity.

Optional Prepayments of Loans. (a) Each The Borrower shall have the right right, at any time and from time to time its election, to prepay any Borrowing in the outstanding amount of the Loans, as a whole or in part, on any Business Day, without penalty or premium; provided that the Borrower shall not have the right to prepay any Competitive Bid Loan without the prior written consent of the Lender thereof and the full or partial prepayment of the outstanding amount of any Eurocurrency Rate Loans made pursuant to this §3.3 not made on the last day of the Interest Period relating thereto shall be subject to prior notice in accordance with paragraph (b) the provisions of the last sentence of this Sectionparagraph. Optional prepayments of The Borrower shall give the Term Loans may not be reborrowed. (b) The US Borrower or the Mexican Borrower, as the case may be, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) prior written notice of any prepayment hereunder pursuant to this §3.3 no later than 10:00 a.m., on (i) in the case of same Business Day as prepayment of a Eurodollar Borrowingany Base Rate Loans, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case day that is two (2) Business Days prior to any proposed repayment of prepayment of an ABR Borrowingany Eurocurrency Rate Loans, not later than 11:00 a.m., New York City time, one Business Day before specifying the proposed date of prepayment or (iii) in the case payment of prepayment of a Swingline Loan, 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 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 paid. The Agent shall promptly notify each Lender of the US Revolving Commitments or Mexican Commitments as contemplated principal amount of such payment to be received by Section 4.03, then such notice of Lender. Each such partial prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.03. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Partial prepayments of Term Loans and Revolving Loans shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Prepayments and, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the extent required by Section 4.08 date of payment. The principal payments so received shall be applied first to the principal of Swingline Loans, next to the principal of Base Rate Loans other than Swingline Loans and any amounts payable under Section 4.11 then to the principal of Eurocurrency Rate Loans. Notwithstanding anything contained herein to the contrary, if the Borrower makes a full or partial prepayment of a Eurocurrency Rate Loan on a date other than the last day of the Interest Period relating thereto, the Borrower shall also make the indemnity payments described in connection with such prepayment§4.8.