Common use of Optional Prepayments of Loans Clause in Contracts

Optional Prepayments of Loans. Subject to Section 4.04, any Borrower, may, at any time or from time to time, upon irrevocable notice to the Administrative Agent, prepay (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, in minimum amounts of $1,000,000, or any multiple of $100,000 in excess thereof, in the case of Base Rate Loans, and the Dollar Equivalent of $2,000,000, or any multiple of the Dollar Equivalent of $100,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full), in the case of Offshore Rate Loans. The 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 in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) 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. If such notice is given by a Borrower, such 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 each such date on the amount prepaid and any amounts required pursuant to Section 4.04.

Optional Prepayments of Loans. Subject to Section 4.043.4 and the requirements of Section 2.5, any Borrower, may, at any time or from time to time, upon irrevocable the Borrower may (a) following notice given to the Administrative Agent, prepay (but not permanently reduce the Revolving Loan Commitments to the extent of prepayments on the Revolving Loans unless otherwise expressly requested in writing Agent by the Company) the Loans in whole or in part, in minimum amounts of $1,000,000, or any multiple of $100,000 in excess thereofBorrower, in the case of Base Rate Loans, and the Dollar Equivalent of $2,000,000, or any multiple of the Dollar Equivalent of $100,000 in excess thereof form attached hereto as Exhibit G (or such other amount necessary to repay any Offshore Currency Loan in 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 in accordance with Section 12.02 to be received “Prepayment Notice”) by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three one Business Days in advance of the prepayment date if the Loans Day prior to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) on the date of the prepayment date if proposed prepayment, such notice specifying, with respect to a Revolving Advance being prepaid, the Loans Type of such Revolving Advance and, with respect to be prepaid are Base Rate Loans. Such notice of prepayment shall specify a Revolving Advance or Swing Line Loan being prepaid, the date and aggregate principal amount of such and the proposed date of the 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. If if such notice is given by a Borrowerthe Borrower shall, such Borrower shall make such prepayment and prepay the payment amount specified outstanding principal amounts of the Floating Rate Loans comprising part of the same Revolving Advance in such notice shall be due and payable on the date specified thereinwhole or ratably in part, together with accrued interest to each the date of such date prepayment on the principal amount prepaid and (b) following a Prepayment Notice given to the Agent by the Borrower by not later than 11:00 a.m. on, if the Revolving Advance to be prepaid is a Eurodollar Advance, the third Business Day preceding the date of the proposed prepayment, such notice specifying the Revolving Advance to be prepaid and the proposed date of the prepayment, and, if such notice is given, Borrower shall, prepay the outstanding principal amounts of the Eurodollar Loans comprising a Eurodollar Advance in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid, provided that the portion of any amounts required pursuant Revolving Advance that is not prepaid hereunder shall continue to satisfy the minimum amount for such Revolving Advance specified in Section 4.042.5. In the case of a Floating Rate Advance or Swing Line Loan, each partial prepayment shall be in an aggregate principal amount not less than $1,000,000, and in the case of a Eurodollar Advance, each partial prepayment shall be in a minimum aggregate principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each prepayment of a Swing Line Loan shall be applied to the Swing Line Loans outstanding and each prepayment of a Revolving Advance shall be applied ratably to the Loans comprising such Revolving Advance.

Optional Prepayments of Loans. Subject to Section 4.04, any Borrower, may, The Borrower shall have the right at any time to prepay the Dollar Term Loans, the Euro Term Loans or from time to timethe Delayed Draw Loans on or before the Maturity Date as a whole, upon irrevocable notice to the Administrative Agent, prepay (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, 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 compliance with Section 3.05, (a) each partial prepayment shall be in minimum amounts principal amount of $1,000,000, 5,000,000 or any a whole multiple of $100,000 1,000,000 in excess thereof, in the case of Base Rate Loans, and the Dollar Equivalent of $2,000,000, or any multiple of the Dollar Equivalent of $100,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full), in the case of Offshore Rate Loans. The relevant Borrower may designate whether such prepayments b) each partial prepayment shall be applied to prepay Revolving Loans, Term Loans or Sterling Acquisition Loans provided that such prepayments shall be applied ratably allocated among the Appropriate Lenders holding such Loans. A Borrower shall deliver a notice of prepayment in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance such Lender’s Applicable Percentage of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) on the date of the prepayment date if the Loans to be prepaid are Base Rate applicable Loans. Such notice of prepayment Each such Optional Prepayment Notice shall specify the date and amount of such prepaymentprepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Loans being prepaid and whether Interest Period(s) of 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 Appropriate Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’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 state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the 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 (and 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 such notice an Optional Prepayment Notice is given and has not been revoked by a Borrowerthe Borrower in accordance with the proviso to the immediately preceding sentence, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together . Any prepayment of principal of the Loans hereunder shall include all interest accrued to the date of prepayment. No amount repaid with accrued interest respect to each such date on the amount prepaid and any amounts required pursuant to Section 4.04.Loans may be reborrowed. DB1/ 113327194.13

Optional Prepayments of Loans. Subject to Section 4.043.4 and the requirements of Section 2.5, any the Borrower may (a) following notice given to the Agent by the Borrower, may, at any time or from time to time, upon irrevocable notice in the form attached hereto as Exhibit G to the Administrative Agent, prepay Original Credit Agreement (but a “Prepayment Notice”) by not permanently reduce the Revolving Loan Commitments later than 11:00 a.m. one Business Day prior 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, in minimum amounts of $1,000,000, or any multiple of $100,000 in excess thereofdate (or, in the case of Base Rate Loansany Swing Line Loan, 1:00 p.m. the same Business Day as the date) of the proposed prepayment, such notice specifying whether such amount being prepaid is an Advance or a Swing Line Loan, with respect to an Advance being prepaid, whether such Advance being prepaid is a Revolving Advance or Term Advance, and the Dollar Equivalent Type of $2,000,000such Advance, or any multiple of the Dollar Equivalent of $100,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full)and, in all cases, the case aggregate principal amount 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 and the Lenders holding such Loans. A Borrower shall deliver a notice of prepayment in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) on the proposed 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. If if such notice is given by a Borrowerthe Borrower shall, such Borrower shall make such prepayment and prepay the payment amount specified outstanding principal amounts of the Floating Rate Loans comprising part of the same Advance in such notice shall be due and payable on the date specified thereinwhole or ratably in part, together with accrued interest to each the date of such date prepayment on the principal amount prepaid and (b) following a Prepayment Notice given to the Agent by the Borrower by not later than 11:00 a.m. on, if the Advance to be prepaid is a Eurodollar Advance, the third Business Day preceding the date of the proposed prepayment, such notice specifying the Advance to be prepaid and the proposed date of the prepayment, and, if such notice is given, Borrower shall prepay the outstanding principal amounts of the Eurodollar Loans comprising a Eurodollar Advance in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that the portion of any amounts required Advance that is not prepaid hereunder shall continue to satisfy the minimum amount for such Advance specified in Section 2.5. In the case of a Floating Rate Advance or Swing Line Loan, each partial prepayment shall be in an aggregate principal amount not less than $1,000,000, and in the case of a Eurodollar Advance, each partial prepayment shall be in a minimum aggregate principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each prepayment of a Swing Line Loan shall be applied to the Swing Line Loans outstanding and each prepayment of an Advance shall be applied ratably to the Loans comprising such Advance; and in the case of a prepayment of a Term Advance, ratably to reduce all subsequently scheduled installments payable pursuant to Section 4.042.3(b). Notwithstanding anything in this Agreement to the contrary, (i) the Borrower may not reborrow under any Term Loan after a prepayment is made pursuant to this Section 2.6.1 and (ii) the Borrower may rescind any notice of prepayment under this Section 2.6.1 or any notice of termination under Section 2.11(b) if such prepayment and termination would have resulted from a refinancing of all of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments of Loans. Subject to Section 4.043.4 and the requirements of Section 2.5, any Borrower, may, at any time or from time to time, upon irrevocable the Borrower may (a) following notice given to the Administrative Agent, prepay (but not permanently reduce the Revolving Loan Commitments to the extent of prepayments on the Revolving Loans unless otherwise expressly requested in writing Agent by the Company) the Loans in whole or in part, in minimum amounts of $1,000,000, or any multiple of $100,000 in excess thereofBorrower, in the case of Base Rate Loans, and the Dollar Equivalent of $2,000,000, or any multiple of the Dollar Equivalent of $100,000 in excess thereof form attached hereto as Exhibit H (or such other amount necessary to repay any Offshore Currency Loan in 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 in accordance with Section 12.02 to be received “Prepayment Notice”) by the Administrative Agent not later than 11:00 a.m. (New York Atlanta time) (a) at least three one Business Days in advance of the prepayment date if the Loans Day prior to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) on the date of the prepayment date if proposed prepayment, such notice specifying, with respect to an Advance being prepaid, whether an Advance being prepaid is a Revolving Advance, a Term Advance or a 364-Day Advance and the Loans Type of such Advance and, with respect to be prepaid are Base Rate Loans. Such notice of prepayment shall specify an Advance or Swing Line Loan being prepaid, the date and aggregate principal amount of such and the proposed date of the 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. If if such notice is given by a Borrowerthe Borrower shall, such Borrower shall make such prepayment and prepay the payment amount specified outstanding principal amounts of the Floating Rate Loans comprising part of the same Advance in such notice shall be due and payable on the date specified thereinwhole or ratably in part, together with accrued interest to each the date of such date prepayment on the principal amount prepaid and (b) following a Prepayment Notice given to the Agent by the Borrower by not later than 11:00 a.m. (Atlanta time) on, if the Advance to be prepaid is a Eurodollar Advance, the third Business Day preceding the date of the proposed prepayment, such notice specifying the Advance to be prepaid and the proposed date of the prepayment, and, if such notice is given, Borrower shall, prepay the outstanding principal amounts of the Eurodollar Loans comprising a Eurodollar Advance in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid, provided that the portion of any amounts required Revolving Advance that is not prepaid hereunder shall continue to satisfy the minimum amount for such Revolving Advance specified in Section 2.5; provided that the Borrower may not optionally repay any Term Advance pursuant to this Section 2.6.1 or otherwise until all of the 364-Day Advances have been paid in full in cash. In the case of a Floating Rate Advance or Swing Line Loan, each partial prepayment shall be in an aggregate principal amount not less than $1,000,000, and in the case of a Eurodollar Advance, each partial prepayment shall be in a minimum aggregate principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each prepayment of a Swing Line Loan shall be applied to the Swing Line Loans outstanding and each prepayment of an Advance shall be applied ratably to the Loans comprising such Advance, and in the case of a prepayment of a Term Advance, ratably to reduce all subsequently scheduled installments payable pursuant to Section 4.042.3(b). Notwithstanding anything in this Agreement to the contrary, Borrower may not reborrow under any Term Loan or 364-Day Loan after a prepayment is made pursuant to this Section 2.6.1.

Optional Prepayments of Loans. Subject Each Borrower shall have the right to Section 4.04, any Borrower, may, prepay Base Rate Loans without premium or penalty at any time or and from time to time, upon irrevocable notice to the Administrative Agent, prepay (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 (but, if in part, then in minimum amounts 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 $1,000,000, 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 without premium or any multiple of $100,000 in excess thereofpenalty, in the case of Base Rate Loanswhole or in part (but, if in part, then in an amount which is equal to or greater than $2,500,000 and the Dollar Equivalent of $2,000,000, or any in an integral multiple of the Dollar Equivalent of $100,000 in excess thereof (Borrowing Multiple or such other smaller amount necessary as needed to repay any Offshore Currency Loan prepay a particular Borrowing in full), subject to 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 of such prepayment to the Administrative Agent no later than 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 other credit facilities or the closing of one or [Amended and Restated Senior Secured Revolving Credit Agreement] more securities offerings or other transactions, in which case such notice shall be deemed rescinded if such condition shall fail to be satisfied by the proposed effective date of Offshore Rate 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 be made by the payment of the principal amount to be prepaid and, with respect to any Term Benchmark Loans, accrued and unpaid interest thereon to the date of such prepayment. The relevant Borrower may designate whether such Optional prepayments shall be applied to prepay Revolving Loans, Term the Loans or Sterling Acquisition Loans provided that such prepayments shall be applied ratably among then outstanding in the Lenders holding such Loans. A Borrower shall deliver a notice of prepayment in accordance with Section 12.02 to be received order specified by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) 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. If such notice is given by a Borrower, such 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 each such date on the amount prepaid and any amounts required pursuant to Section 4.04Company.

Optional Prepayments of Loans. Subject to Section 4.04, any Borrower, may, The Borrower shall have the right at any time or and from time to time, upon irrevocable notice time to the Administrative Agent, prepay (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 any Borrowing in whole or in part, without premium or penalty, subject to the requirements of this Section 2.11(a); provided that the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. Any prepayment pursuant to this Section 2.11(a) shall be in minimum amounts a principal amount of $1,000,000, 5,000,000 or any a whole multiple of $100,000 in excess thereof, in the case of Base Rate Loans, and the Dollar Equivalent of $2,000,000, or any multiple of the Dollar Equivalent of $100,000 1,000,000 in excess thereof (or such other or, if less, the entire principal amount necessary to repay any Offshore Currency Loan in full), in the case thereof then outstanding. Each prepayment of Offshore Rate Loans. The relevant Borrower may designate whether such prepayments shall be applied to prepay a Revolving Loans, Term Loans or Sterling Acquisition Loans provided that such prepayments Credit Borrowing shall be applied ratably among to the Lenders holding Revolving Credit Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such Loans. A Borrower order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall deliver a notice of prepayment be applied in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) on the date of the prepayment date if the Loans to be prepaid are Base Rate Loans2.11(c)(ii). 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. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice Prepayments shall be due and payable on the date specified therein, together with accompanied by (i) accrued interest to each such date on the amount prepaid extent required by Section 2.13 and any amounts required (ii) break funding payments pursuant to Section 4.042.16. Notwithstanding anything herein to the contrary, each such prepayment of Revolving Credit Loans denominated in Dollars shall be applied pro rata among the Revolving Credit Lenders (and between the Dollar Revolving Credit Loans and the Multicurrency Revolving Credit Loans denominated in Dollars) according to the sum of the aggregate amount of their respective Dollar Revolving Credit Sub-Commitments and Multicurrency Revolving Credit Sub-Commitments; provided that, to the extent necessary to permit a Borrowing or issuance of a Letter of Credit in any Agreed Foreign Currency under the Multicurrency Revolving Credit Sub-Commitments, the Borrower shall be permitted to simultaneously prepay Dollar Revolving Credit Loans outstanding under the Dollar Revolving Credit Sub-Commitments pro rata in accordance with the Dollar Revolving Credit Lenders’ respective Dollar Revolving Credit Sub-Commitments.

Optional Prepayments of Loans. Subject to Section 4.04The Borrowers may prepay the Notes, any Borrower, may, at any time or from time to time, upon irrevocable notice to the Administrative Agent, prepay (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, in minimum amounts without premium or penalty, upon prior written, telex or telegraphic notice (effective upon receipt) to the Agent, to be received by the Agent not later than 4:00 p.m. Boston, Massachusetts time at least one Business Day preceding the date of $1,000,000the prepayment (whereupon the Agent shall promptly notify the Banks) specifying the date and the amount of such prepayment; PROVIDED, HOWEVER, that any prepayment of the Loans while such Loans bear interest at a rate determined with respect to either the Eurodollar Rate or the Federal Funds Rate shall be made on, and only on, the last day of the relevant Interest Period applicable thereto. On the date of any multiple such prepayment of $100,000 in excess thereofeither Federal Funds Loans or Eurodollar Loans, in the case Borrowers shall pay accrued interest to the date of such prepayment on the principal amount so prepaid. On the date of any such prepayment of Base Rate Loans, and the Dollar Equivalent Borrowers shall pay accrued interest on the principal amount of any Base Rate Loan so prepaid as provided in Section 2.13(a) hereof, unless such prepayment is a prepayment in full of all Loans outstanding, in which case the Borrowers shall pay, on the date of such prepayment, accrued interest to the date of such prepayment on the principal amount of all Loans, including, without limitation, Base Rate Loans, so prepaid. Partial prepayments hereunder shall be in the principal amount of $2,000,000, 1,000,000 or any integral multiple of the Dollar Equivalent of $100,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full), in unless 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 in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) 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 outstanding principal amount of such prepaymentLoans is less than $1,000,000, in which case the prepayment shall be in the full amount of such outstanding amount). The Borrowers shall have no right to prepay the principal amount of 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. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified other than as provided in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to this Section 4.042.11.

Optional Prepayments of Loans. Subject to Section 4.04, any Borrower, mayThe Borrower shall have the right, at any time or from time its election, to timeprepay the outstanding amount of the Loans, upon irrevocable notice to the Administrative Agent, prepay (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 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 minimum amounts of $1,000,000, Dollars and (iii) the day that is four (4) Business Days (or any multiple of $100,000 in excess thereoffive (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 case proposed date of Base Rate prepayment of Loans, which of the Facilities will be prepaid and the Dollar Equivalent principal amount, currency, Type and Interest Period of $2,000,000, or any multiple of the Dollar Equivalent of $100,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full), in the case of Offshore Rate Loans. The 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 in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) 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 Borrowerprepaid. The Administrative Agent will shall promptly notify each Lender of its receipt of any each such notice, and of such Lender's Pro Rata Share ’s ratable portion (if any) of the principal amount of such prepaymentprepayment to be received by such Lender (based on such Lender’s Commitment Percentage in respect of any prepayment of the Delayed Draw Term Facility and/or the Revolving Credit Facility, as the case may be). Each such partial prepayment of the Loans shall be in an integral multiple of $1,000,000 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 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 a the Borrower, such 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, together with accrued interest to each such prepayment shall be promptly paid to the Lenders in accordance with their respective Commitment Percentages in respect of any 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 on other than the amount prepaid last day of the Interest Period relating thereto, the Borrower shall also make the indemnity payments described in §4.8 and (y) any amounts required pursuant prepayment made with respect to Section 4.04Delayed 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. Subject to Section 4.043.4 and the requirements of Section 2.5, any the Borrower may (a) following notice given to the Agent by the Borrower, may, at any time or from time to time, upon irrevocable notice in the form attached hereto as Exhibit G (a “Prepayment Notice”) by not later than 11:00 a.m. one Business Day prior to the Administrative Agent, prepay date (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, in minimum amounts of $1,000,000, or any multiple of $100,000 in excess thereofor, in the case of Base Rate Loansany Swing Line Loan, 1:00 p.m. the same Business Day as the date) of the proposed prepayment, such notice specifying whether such amount being prepaid is an Advance or a Swing Line Loan, with respect to an Advance being prepaid, whether such Advance being prepaid is a Revolving Advance or Term Advance, and the Dollar Equivalent Type of $2,000,000such Advance, or any multiple of the Dollar Equivalent of $100,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full)and, in all cases, the case aggregate principal amount 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 and the Lenders holding such Loans. A Borrower shall deliver a notice of prepayment in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) on the proposed 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. If if such notice is given by a Borrowerthe Borrower shall, such Borrower shall make such prepayment and prepay the payment amount specified outstanding principal amounts of the Floating Rate Loans comprising part of the same Advance in such notice shall be due and payable on the date specified thereinwhole or ratably in part, together with accrued interest to each the date of such date prepayment on the principal amount prepaid and (b) following a Prepayment Notice given to the Agent by the Borrower by not later than 11:00 a.m. on, if the Advance to be prepaid is a Eurodollar Advance, the third Business Day preceding the date of the proposed prepayment, such notice specifying the Advance to be prepaid and the proposed date of the prepayment, and, if such notice is given, Borrower shall prepay the outstanding principal amounts of the Eurodollar Loans comprising a Eurodollar Advance in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that the portion of any amounts required Advance that is not prepaid hereunder shall continue to satisfy the minimum amount for such Advance specified in Section 2.5. In the case of a Floating Rate Advance or Swing Line Loan, each partial prepayment shall be in an aggregate principal amount not less than $1,000,000, and in the case of a Eurodollar Advance, each partial prepayment shall be in a minimum aggregate principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each prepayment of a Swing Line Loan shall be applied to the Swing Line Loans outstanding and each prepayment of an Advance shall be applied ratably to the Loans comprising such Advance; and in the case of a prepayment of a Term Advance, ratably to reduce all subsequently scheduled installments payable pursuant to Section 4.042.3(b). Notwithstanding anything in this Agreement to the contrary, (i) the Borrower may not reborrow under any Term Loan after a prepayment is made pursuant to this Section 2.6.1 and (ii) the Borrower may rescind any notice of prepayment under this Section 2.6.1 or any notice of termination under Section 2.11(b) if such prepayment and termination would have resulted from a refinancing of all of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments of Loans. Subject to Section 4.04, any Borrower, mayThe Borrower shall have the right, at any time or from time its election, to timeprepay the outstanding amount of the Loans, upon irrevocable notice to the Administrative Agent, prepay (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 as a whole or in part, in minimum amounts 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 $1,000,000the 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., or on (i) the same Business Day as prepayment of any multiple of $100,000 in excess thereof, in the case of Base Rate Loans, and or (ii) the Dollar Equivalent of $2,000,000, or any multiple of the Dollar Equivalent of $100,000 in excess thereof day that is two (or such other amount necessary to repay any Offshore Currency Loan in 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 in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m. (New York time2) (a) at least three Business Days in advance prior to any proposed repayment of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) 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 any Eurocurrency Rate Loans, or any combination thereof, specifying the Applicable Currency proposed date of payment of Loans and the identity of the Borrowerprincipal amount to be paid. The Administrative Agent will shall promptly notify each Lender of its receipt the principal amount of any such noticepayment to be received by such Lender. Each such partial prepayment of the Loans shall be in an integral multiple of $1,000,000 and, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of such Lender's Pro Rata Share accrued interest on the principal repaid to the date of such prepaymentpayment. If such notice is given by 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 then to the principal of Eurocurrency Rate Loans. Notwithstanding anything contained herein to the contrary, if the Borrower makes a Borrowerfull or partial prepayment of a Eurocurrency Rate Loan on a date other than the last day of the Interest Period relating thereto, such the Borrower shall also make such prepayment and the payment amount specified indemnity payments described in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 4.04§4.8.

Optional Prepayments of Loans. Subject to Section 4.04, any Borrower, mayThe Borrower shall have the right, at any time or from time its election, to timeprepay the principal amount outstanding under either tranche, upon irrevocable notice to the Administrative Agent, prepay (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 as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the -------- principal amount of any LIBOR Advances pursuant to this (S) 3.03 may be 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 Borrower shall give the Administrative Agent, no later than 10:00 a.m., New York time, at least three (3) Business 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 amounts amount of $1,000,000, or any multiple 1,000,000 and in integral multiples of $100,000 in excess thereof(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, (iii) shall require the payment of appropriate Breakage Costs, if any, in the case of Base Rate Loansaccordance with (S) 3.04(b), and the Dollar Equivalent of $2,000,000, or any multiple of the Dollar Equivalent of $100,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full), in the case of Offshore Rate Loans. The relevant Borrower may designate whether such prepayments shall be applied to prepay Revolving Loans, Term Loans or Sterling Acquisition Loans provided that such prepayments 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. Each partial prepayment shall be allocated among the Lenders holding such Loanson a pro rata basis. A Borrower shall deliver a notice of prepayment in accordance --- ---- -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with Section 12.02 the Securities and Exchange Commission. Confidential treatment has been requested with respect to be received by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance of omitted portions. No amounts so prepaid, whether before or after the prepayment date if the Loans to be prepaid are Offshore Currency LoansCommitment Termination Date, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) 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. If such notice is given by a Borrower, such 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 each such date on the amount prepaid and any amounts required pursuant to Section 4.04available for reborrowing.

Optional Prepayments of Loans. Subject to Section 4.04, any BorrowerCredit Party, may, at any time or from ------------ time to time, upon irrevocable notice to the Administrative Agent, prepay (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 Loans, including the Term Loans, in whole or in part, in minimum amounts of $1,000,000500,000, or any multiple of $100,000 250,000 in excess thereof, in the case of Base Rate Loans, and the Dollar Equivalent of $2,000,000500,000, or any multiple of the Dollar Equivalent of $100,000 250,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full), in the case of Offshore Rate Loans. The relevant Borrower Company may designate whether such prepayments shall be applied to prepay Revolving Loans, Term Loans or Sterling Acquisition Term Loans provided that such prepayments shall be applied ratably among the Lenders holding such Revolving Loans or Term Loans, as the case may be. A Borrower The Company shall deliver a notice of prepayment in accordance with Section 12.02 11.02 to be received by the Administrative Agent not later than 11:00 10:30 a.m. (New York Chicago ------------- time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) 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 and the identity of the BorrowerCurrency. 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. If such notice is given by a BorrowerCredit Party, such Borrower Credit Party 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 each such date on the amount prepaid and any amounts required pursuant to Section 4.04.. ------------

Optional Prepayments of Loans. Subject to Section 4.04The Borrower may prepay the Notes, any Borrower, may, at any time or from time to time, upon irrevocable notice to the Administrative Agent, prepay (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, in minimum without premium or penalty, upon prior written, telex or telegraphic notice (effective upon receipt) to the Agent, to be received by the Agent not later than 4:00 p.m. Boston, Massachusetts time at least one Business Day preceding the date of the prepayment (whereupon the Agent shall promptly notify the Lenders) specifying the date and the amount of such prepayment and whether such Loans are Facility A Loans or Facility B Loans; PROVIDED, HOWEVER, that any prepayment of the Loans while such Loans bear interest at a rate determined with respect to either the Eurodollar Rate or the Federal Funds Rate made prior to the last day of the relevant Interest Period applicable thereto shall be accompanied by any indemnification amounts payable by the Borrower pursuant to Section 2.20. On the date of $1,000,000any such prepayment of either Federal Funds Rate Loans or Eurodollar Rate Loans, or the Borrower shall pay accrued interest to the date of such prepayment on the principal amount so prepaid. On the date of any multiple of $100,000 in excess thereof, in the case such prepayment of Base Rate Loans, the Borrower shall pay accrued interest on the principal amount of any Base Rate Loan so prepaid as provided in Section 2.12(a) hereof, unless such prepayment is a prepayment in full of all Loans outstanding, in which case the Borrower shall pay, on the date of such prepayment, accrued interest to the date of such prepayment on the principal amount of all Loans, including, without limitation, Base Rate Loans, so prepaid. Partial prepayments of Base Rate Loans and Federal Funds Rate Loans hereunder shall be in the Dollar Equivalent principal amount of $2,000,000, 1,000,000 or any integral multiple of the Dollar Equivalent of $100,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full), in unless 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 in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) 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 outstanding principal amount of such prepaymentLoans is less than $1,000,000, in which case the prepayment shall be in the full amount of such outstanding amount). Partial prepayments of Eurodollar Rate Loans hereunder shall be in the principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereof (unless the outstanding principal amount of such Loans is less than $10,000,000, in which case the prepayment shall be in the full amount of such outstanding amount). The Borrower shall have no right to prepay the principal amount of the Loans being prepaid and whether such prepayment is of Base Rate Loans other than as provided in this Section 2.10 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. If such notice is given by a Borrower, such 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 each such date on the amount prepaid and any amounts required pursuant to Section 4.042.02(g).