Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have Borrowers may at any time and from time to time prepay the right to prepay Loans Loans, in whole or in part from time part, without premium or penalty, upon irrevocable notice (provided that any such notice may be conditioned on the occurrence of a transaction or other event and, if such condition is not satisfied on or prior to time; providedthe date of such prepayment, however, that each partial prepayment of Revolving Loans shall may be revoked by the Parent Borrower in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable written notice of such prepayment in writing to the Administrative Agent) delivered to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be a) at least: (i) least three (3) Business Days prior to the proposed date of prepayment thereto, in the case of EURIBOR/LIBOR Rate Eurocurrency Loans denominated in Dollars, (iib) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) at least five Business Days prior to thereto, in the proposed date case of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Eurocurrency Loans denominated in any Alternative Optional Currency, and (c) at least one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the respective Borrower shall also pay any amounts owing pursuant to Section 2.21. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share Upon receipt of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of notice the Administrative AgentAgent shall promptly notify each relevant Lender thereof. Subject to the parenthetical contained in the preceding sentence, interest on if any such notice is given, the principal amount prepaid specified in such notice shall be due and payable on any date that a prepayment is made hereunder through the date specified therein, together with (except in the case of prepayment. Amounts prepaid on the Revolving Credit Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans may shall be reborrowed in accordance an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Amounts to be applied in connection with prepayments of Term Loans made pursuant to this Section 2.11 shall be applied to remaining installments of the terms hereofTerm Loans as directed by the Parent Borrower.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Term Loan shall be in a minimum principal amount of $100,000 500,000 and integral multiples of $100,000 500,000 in excess thereofthereof (or the remaining outstanding principal amount). The Borrower shall give three Business Days’ irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans remaining principal installments thereof as the Borrower may elect; provided. Within the foregoing parameters, that each Lender prepayments under this Section shall receive its pro rata share be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.14, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of (except in connection with any prepayment made pursuant to Section 5.21) $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, thereof (or the remaining unpaid amount) and (ii) each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 50,000 in excess thereofthereof (or the remaining unpaid amount). The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and irrevocable notice not later than 1:00 p.m. (Houston, Texas time) on the same Business Day in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). Subject to the foregoing terms, which notice amounts prepaid under this Section 2.6(a) shall be at least: (i) three (3) Business Days prior applied as the Borrower elects; provided that if the Borrower fails to specify the proposed date application of an optional prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsthen such prepayment shall be applied to Revolving Loans, (ii) one (1) Business Day prior first to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Except as set forth herein, after giving Administrative Agent advance written notice of the intent to prepay, Borrower shall have may voluntarily prepay all or any part of the right Principal Debt, from time to prepay Loans time and at any time, in whole or in part from time to part, without premium or penalty; provided that: (i) such notice must be received by Administrative Agent by 12:00 noon, Dallas, Texas time, on or before the date of prepayment of any Borrowing; provided, however, that (ii) each such partial prepayment of Revolving Loans shall must be in a minimum principal amount of at least $5,000,000 or a greater integral multiple of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall thereof or such lesser amount as may be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to outstanding under the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and Facility; (iii) four any Eurodollar Rate Borrowing may only be prepaid at the end of an applicable Interest Period (4unless Borrower pays the amount of any Consequential Loss); and (iv) Business Days prior Borrower shall pay any related Consequential Loss within ten (10) days after demand therefor. Conversions under SECTION 3.11 are not prepayments. Each notice of prepayment shall specify the prepayment date, the applicable loan hereunder of Principal Debt being prepaid, and the Type of Borrowing(s) and amount(s) of such Borrowing(s) to be prepaid and shall constitute a binding obligation of Borrower to make a prepayment on the date stated therein, together with (unless such prepayment is made with respect to a Base Rate Borrowing) accrued and unpaid interest to the proposed date of such payment on the aggregate principal amount prepaid. Any voluntary prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) the Principal Debt shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) Principal Debt and shall be subject allocated Pro Rata to Section 2.17each Lender. Unless a Default or Potential Default has occurred and is continuing (or would arise as a result thereof), but otherwise without premium any payment or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request prepayment of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans Principal Debt may be reborrowed in accordance with by Borrower, subject to the terms hereofand conditions of the Loan Documents.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans an Alternate Base Rate Loan shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof or, if less, the unpaid balance thereof, (ii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof or, if less, the unpaid balance thereof, and (iii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 50,000 in excess thereof or the unpaid balance thereof, if less. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Each prepayment pursuant to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.6(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that however, each Lender prepayment shall receive its pro rata share be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have may at any time and from time to time prepay the right to prepay Loans Loans, in whole or in part from time part, without premium or penalty, upon irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to time; providedthe date of such prepayment, however, that each partial prepayment of Revolving Loans shall may be revoked by the Borrower in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable written notice of such prepayment in writing to the Administrative Agent) notice delivered to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be a) at least: (i) least three (3) Business Days prior to the proposed date of prepayment thereto, in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iiib) four (4) at least one Business Days Day prior to thereto, in the proposed case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Alternate Base Rate LIBOR Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elector ABR Loans; provided, that each Lender if a LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall receive its pro rata share also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of notice the Administrative AgentAgent shall promptly notify each relevant Lender thereof. If any such notice is given, interest on the principal amount prepaid specified in such notice shall be due and payable on any date that a prepayment is made hereunder through the date specified therein, together with (except in the case of prepaymentRevolving Credit Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Amounts prepaid on to be applied in connection with prepayments of Term Loans made pursuant to this Section 2.11 shall be applied to remaining installments of the Revolving Term Loans and Swingline Loans may be reborrowed in accordance with as directed by the terms hereofBorrower.

Optional Prepayments. The (i) Other than prepaying Swing Line Loans (which shall be governed by clause (ii) below), at its option the Borrower shall have may, upon one (1) Business Day’s notice to the right Administrative Agent in the case of Base Rate Loans or three (3) Business Days’ notice to the Administrative Agent in the case of LIBOR Loans, prepay the Loans in whole any Borrowing in part, without premium or penalty (except, in part from time to time; providedthe case of LIBOR Loans, howeveras set forth in Section 2.13), that each partial prepayment of Revolving Loans shall be in a minimum principal amount of (A) $500,000 and integral multiples of $100,000 in excess thereof for Base Rate Loans and (B) $1,000,000 and integral multiples of $100,000 in excess thereofthereof for LIBOR Loans, or in whole. Each such notice shall specify the date and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereofsuch prepayment. The If such notice is given by the Borrower, the Borrower shall give irrevocable notice of make such prepayment and the payment amount specified in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which such notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date specified therein. If no Default has occurred and is continuing, all prepayments under this Section 2.06(b) which are applied to reduce the principal amount of prepaymentthe Loans shall be applied to the Loans as directed by the Borrower. Amounts prepaid on If the Borrower fails to direct the application of any such principal prepayments or if a Default has occurred and is continuing, such principal prepayments shall be applied first to the Swing Line Loans until paid in full, second to the Revolving Loans until paid in full and Swingline finally to Cash Collateralize the Obligations in an amount equal to the Effective Amount of the L/C Obligations and shall in each case, to the extent possible, be first applied to prepay Base Rate Loans may be reborrowed in accordance with the terms hereofand then if any funds remain, to prepay LIBOR Loans.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of a Revolving Loans Loan and the Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and same-day irrevocable notice on any Business Day in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be applied first pro rata to the outstanding Term Loan (ratably to the remaining principal installments thereof) and then (after the Term Loan have been paid in full) to the Revolving Loans, in each case first to Alternate Base Rate Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loan may not be reborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans the Term Loan in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline the Term Loan shall be in a minimum principal amount of $100,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess thereofthereof (or the remaining outstanding principal amount) and (ii) upon the prepayment of any such amount, Collateral having a fee simple fair market value based on the 2005 Appraisals and the 2006 Appraisals (or such later appraisals as may be required by the Administrative Agent to the extent the Borrower encumbers, enters into a sale-leaseback arrangement or otherwise disposes of properties not constituting Collateral with a fair market value in excess of $125,000,000), as applicable, as selected by the Borrower and approved by the Administrative Agent, shall be released on a dollar-for-dollar basis; provided that no Mortgaged Property shall be required to be partially released in order to comply with the foregoing dollar-for-dollar reduction. The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which ) by 11:00 A.M. on the date notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyis given. Amounts prepaid under this Section 2.7(a) shall be (i) applied ratably to the outstanding remaining principal installments thereof and (ii) applied first to Alternate Base Rate Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.13, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans Term Loan may not be reborrowed in accordance with the terms hereofreborrowed.

Optional Prepayments. The Borrower Company shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans any Base Rate Loan shall be in a minimum principal amount of (i) $1,000,000 100,000 and integral multiples of $100,000 in excess thereof, and (ii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof and (iii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower Company shall give irrevocable notice notify the Agent of such prepayment by written notice in writing the form of Exhibit 2.6(a) (a “Notice of Prepayment”). The Company shall give three Business Days’ irrevocable notice in the case of LIBOR Rate Loans and one Business Day’s irrevocable notice in the case of Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower Company may elect; provided. Within the foregoing parameters, that each Lender prepayments under this Section 2.6(a) shall receive its pro rata share be applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving LIBOR Rate Loans shall be in a minimum principal amount of $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans and/or a Swingline Loan shall be in a minimum principal amount of $100,000 500,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three (3) Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and same-day irrevocable notice on any Business Day in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Tranche B Term Loans, which notice amounts prepaid under this Section 2.8(a) shall be at least: (i) three (3) Business Days prior applied, first, to the proposed date immediately next-following four scheduled installments of prepayment principal payable with respect to the Tranche B Term Loans, in the case order of EURIBOR/LIBOR Rate Loans denominated in Dollarstheir maturity, (ii) one (1) Business Day prior then to the proposed date remaining scheduled installments of prepayment principal payable with respect to the Tranche B Term Loans, in the inverse order of maturity, each such application to be made, first to Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Tranche B Term Loan may not be reborrowed.

Optional Prepayments. The Each Borrower shall have the right to prepay Loans made to it in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, thereof and (ii) each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Administrative Borrower shall give three (3) Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one (1) Business Day’s irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest accrued through the date of prepayment on the principal amount prepaid shall be payable (A) with respect to any LIBOR Rate Loan, on such date of prepayment and (B) with respect to any Alternate Base Rate Loan, on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative AgentAgent or if there is a corresponding permanent reduction of the Revolving Commitment, such interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the such date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. All amounts prepaid pursuant to this Section 2.6(a) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities; provided that at such Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.6(a), such prepayment shall not, so long as no Default and no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans (other than Swingline Loans) shall be in a minimum principal amount of Five Hundred Thousand Dollars ($500,000.00) and integral multiples of One Hundred Thousand ($100,000.00) in excess thereof and (ii) each prepayment of Swingline Loans shall be in a minimum principal amount of Two Hundred Thousand Dollars ($1,000,000 200,000.00) and integral multiples of Twenty Five Thousand Dollars ($100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 25,000.00) in excess thereof. The Borrower shall give irrevocable written notice of such prepayment (or telephone notice promptly confirmed in writing which confirmation may be by fax) of any such voluntary prepayment to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) not later than 1:00 p.m. on the Business Days Day prior to the proposed date of the requested prepayment in the case of EURIBOR/LIBOR Adjusted Base Rate Loans denominated in DollarsLoans, (ii) one (1) and on the third Business Day prior to the proposed date of the requested prepayment in the case of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior Eurodollar Loans. Subject to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts foregoing terms and subject to Section 3.06, amounts prepaid under this Section 2.7(a2.06(a) shall be applied to the outstanding Adjusted Base Rate Loans and to Eurodollar Loans in such amounts and in such order as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentagespecify. All prepayments under this Section 2.7(a2.06(a) shall be subject to Section 2.173.06, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of such prepayment. Amounts prepaid on the Revolving Swingline Loans and Swingline the Revolving Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans an Alternate Base Rate Loan shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof or, if less, the unpaid balance thereof, (ii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof or, if less, the unpaid balance thereof, and (iii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 50,000 in excess thereof or the unpaid balance thereof, if less. The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day’s irrevocable notice in writing the case of Alternate Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Each prepayment pursuant to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that however, each Lender prepayment shall receive its pro rata share be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Company shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans any Base Rate Loan shall be in a minimum principal amount of (i) $1,000,000 100,000 and integral multiples of $100,000 in excess thereof, and (ii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof and (iii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower Company shall give irrevocable notice notify the Agent of such prepayment by written notice in writing the form of Exhibit 2.6(a) (a “Notice of Prepayment”). The Company shall give (x) three Business Days’ irrevocable notice in the case of LIBOR Rate Loans and, (y) one Business Day’s irrevocable notice in the case of Base Rate Loans and (z) notice on the same Business Day on or prior to 3:00 p.m. in the case of Swingline Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid 4151155352.2 DMSLIBRARY01\31771180.v14 UNIVERSAL HEALTH REALTY INCOME TRUST FIRST AMENDMENT TO CREDIT AGREEMENT under this Section 2.7(a) shall be applied to the outstanding Revolving A Loans and/or the outstanding Revolving B Loans as the Borrower Company may elect; provided. Within the foregoing parameters, that each Lender prepayments under this Section 2.6(a) shall receive its pro rata share be applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Term Loans (i) consisting of LIBOR Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, thereof and each partial prepayment (ii) consisting of a Swingline Loan Alternate Base Rate Loans shall be in a minimum principal amount of $100,000 250,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three (3) Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and same-day irrevocable notice on any Business Day in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)) and, which in each case, such notice shall be at least: received no later than 12:00 noon (i) three (3) Business Days prior New York time). To the extent that Borrower elects to prepay the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in DollarsTerm Loans, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a2.8(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its remaining amortization payments thereof on a pro rata share basis, first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.17, but otherwise shall be made without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right right, at its election, to prepay Loans repay the outstanding amount of the Revolving Credit Loans, as a whole or in part, at any time without penalty or premium (including, without limitation, Section 5.10), provided that the Borrower shall comply with Section 5.10 as a result of any Eurodollar Rate Loan being repaid in whole or in part from time prior to time; provided, however, that each partial prepayment the last day of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereofthe Interest Period relating thereto. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: a) no later than 11:00 a.m. (iBoston time) three (3) Business Days prior to on the proposed date of prepayment, written notice of any proposed prepayment in pursuant to this Section 2.9 of Prime Rate Loans, and (b) notice by 11:00 a.m. (Boston time) on the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) third Eurodollar Business Day prior to the date of proposed prepayment pursuant to this Section 2.9 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Alternate Base Rate Revolving Credit Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be payable on in an integral multiple of $1,000,000 or an integral multiple of $500,000 in excess thereof, shall be accompanied by the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request payment of the Administrative Agent, accrued interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepayment. Amounts prepaid on prepayment and shall be applied, in the Revolving absence of instruction by the Borrower, FIRST to the principal of Prime Rate Loans and Swingline Loans may THEN to the principal of Eurodollar Rate Loans. Each partial prepayment shall be reborrowed allocated among the Lenders, in accordance proportion, as nearly as practicable, to the respective unpaid principal amount of each Lender's Revolving Credit Loan, with adjustments to the terms hereofextent practicable to equalize any prior repayments not exactly in proportion.

Optional Prepayments. The Borrower shall have At the right to Borrowers’ option, upon notice given as provided below, the Borrowers may, at any time, prepay Loans the outstanding principal amount of, and accrued unpaid interest on, the Secured Debenture in whole part or in part from time to time; providedfull provided that the Borrowers contemporaneously pay the Prepayment Premium, howeverif any, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid of the Secured Debenture so prepaid. The amount of any such Optional Prepayment may not be re-borrowed by the Borrowers. The Borrowers shall give written notice of any intended optional prepayment to Purchaser not less than sixty (60) days before the date for prepayment, specifying in each such notice the date upon which prepayment is to be made. The prepayment to be made as described in such notice may be made conditional upon the happening of any event, and may be withdrawn prior to the date upon which prepayment is to be made by delivery of written notice to the Purchaser of such withdrawal except that any Optional Prepayment that is not conditioned upon the happening of a specified event cannot be withdrawn within thirty (30) days of the specified prepayment date and such Optional Prepayment shall become due and payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid orspecified prepayment date. Any prepayment under this Section 2.2 shall be applied first, at the request of the Administrative Agentto any expenses and/or damages to which Purchaser may be entitled, second, to accrued but unpaid interest on the principal amount prepaid shall be being prepaid, third to the Prepayment Premium, if any, due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans principal amount prepaid, and Swingline Loans may be reborrowed fourth, to principal amount of the Secured Debenture, unless the Purchaser determines, in accordance with the terms hereofits sole discretion, to apply any such prepayment in a different order.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, thereof and each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.4(a) shall be applied first to the outstanding Alternate Base Rate Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.4(a) shall be subject to Section 2.172.14, but otherwise without premium or penalty. Interest accrued through the date of prepayment on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, such interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepaymenthereunder. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.. All amounts prepaid pursuant to this Section 2.4(a) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans and Quoted Rate Swingline Loans in direct order of Interest Period maturities. (b)

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of a Revolving Loans Loan and the Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day’s irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects to prepay the Term Loans, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a2.8(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its remaining amortization payments thereof on a pro rata share basis, first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.172.18, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. The Borrower Company shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans any Base Rate Loan shall be in a minimum principal amount of $1,000,000 100,000 and integral multiples of $100,000 in excess thereof, and (iii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof and (iii) each partial prepayment of a LIBO Rate Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower Company shall give irrevocable notice notify the Agent of such prepayment by written notice in writing the form of Exhibit 2.10 (a “Notice of Prepayment”). The Company shall give three Business Days’ irrevocable notice in the case of LIBO Rate Loans and one Business Day’s irrevocable notice in the case of Base Rate Loans, to the Administrative Agent (which shall notify the Lenders Banks thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.10(a) shall be applied to the outstanding Loans as the Borrower Company may elect; providedprovided however, that each Lender prepayment shall receive its pro rata share be applied first to Base Rate Loans and then to LIBO Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.10(a) shall be subject to Section 2.173.7, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to timetime without penalty; provided, however, that each partial prepayment (i) of Revolving Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof or the remaining outstanding principal amount and (ii) LIBOR Rate Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum thereof (or the remaining outstanding principal amount of $100,000 and integral multiples of $100,000 in excess thereofamount). The Borrower shall give three Business Days’ irrevocable notice of such prepayment in writing case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of the Alternate Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). Within the foregoing parameters, which notice prepayments under this Section shall be at least: (i) three (3) Business Days prior applied first to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on Any notice of prepayment given by the Revolving Loans and Swingline Loans Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be reborrowed in accordance with revoked by the terms hereofBorrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans and Term Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, thereof and each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Subject to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsforegoing terms, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, provided that each Lender if the Borrower fails to specify the application of an optional prepayment then such prepayment shall receive its be applied first to Revolving Loans and then pro rata share to the remaining principal installments of any such prepayment based on its Commitment Percentagethe Term Loans, in each case first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepayment. Amounts prepaid on the Swingline Loan and the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; providedtime to prepay all or any portion of the Principal on any Payment Date provided that Borrower gives Lender at least fifteen (15) days prior written notice thereof and such prepayment is accompanied by the Yield Maintenance Premium (if applicable) and the Exit Fee in connection therewith. If any such prepayment is not made on a Payment Date, howeverBorrower shall also pay interest that would have accrued on such prepaid Principal to but not including the next Payment Date. Project Loan Repayments . Notwithstanding anything to the contrary contained herein or in any other Loan Document or Project Loan Document, that each partial no prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline the Loan shall be permitted until the Project Loan is repaid in full; provided that nothing herein shall prevent partial prepayments of the Loan (whether due to Casualty, Condemnation, in connection with a minimum principal amount Release, to qualify for an Extension, or as otherwise permitted under this Agreement) regardless of $100,000 whether the Project Loan or any portion thereof remains outstanding, such prepayments to be applied, as between the Loan and integral multiples the Project Loan, by Lender in such order and proportions as Lender determines in its sole discretion, provided, that, so long as an Event of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing Default is not continuing hereunder or under the Project Loan Agreement, with respect to prepayments applied to the Administrative Agent (which shall notify Loan, the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) same shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereoforder set forth in Section 2.3.1 hereof and with respect to prepayments applied to the Project Loan, the same shall be applied in accordance with the order set forth in Section 2.3.1 of the Project Loan.

Optional Prepayments. The Borrower shall have the right to prepay Loans any Borrowing, without premium or penalty, in whole or in part at any time and from time to time; provided, however, that each partial prepayment . Prepayments of Revolving Loans under this Section 5.1(a) or under Section 5.1(b) shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The subject to the following conditions: (a) the Borrower shall give irrevocable the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in writing the case of LIBOR Loans) the specific Borrowing(s) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)be prepaid, which notice shall be at least: given by the Borrower no later than 10:00 a.m. (iNew York time) three (3) Business Days prior to the proposed date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment made in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under accordance with this Section 2.7(a5.1(a) shall be applied in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no such partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans as made pursuant to such Borrowing to an amount less than the Borrower may electMinimum Borrowing Amount for LIBOR Loans; provided, that each Lender shall receive its pro rata share and (c) any prepayment of any such prepayment based on its Commitment Percentage. All prepayments under LIBOR Loans pursuant to this Section 2.7(a5.1(a) or Section 5.1(b) on any day other than the last day of an LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date 2.11; provided further that would have occurred had such Loan not been prepaid or, at the request Borrower’s election in connection with any prepayment pursuant to this Section 5.1(a), such prepayment shall not be applied to any Loan of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereofDefaulting Lender.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; providedPROVIDED, howeverHOWEVER, that each partial prepayment of Revolving Loans Loans, the Tranche A Term Loan and the Tranche B Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 1,000,000 in excess thereof, and each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.8(a) shall be applied first ratably to the outstanding Loans as Tranche A Term Loan to the Borrower may elect; remaining scheduled principal installments thereof until paid in full and the Tranche B Term Loan to the remaining scheduled principal installments thereof until paid in full (provided, that each Lender however, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept such payment to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall receive its be allocated pro rata share among the Tranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such payments) and then to the Revolving Loans, in each case first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments prepayments, under this Section 2.7(a2.8(a) shall be subject to Section 2.172.18, but otherwise without premium or penalty; provided, however, that optional prepayments made with respect to Tranche B Term Loans within (i) six months of the Funding Date shall be subject to a prepayment penalty of 1.5% and (ii) after six months but prior to the expiration of twelve months from the Funding Date shall be subject to a 1.0% prepayment penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Tranche A Term Loan and the Tranche B Term Loan may not be reborrowed.

Optional Prepayments. 1. The Borrower shall have the right right, at its election, to prepay Loans in the outstanding amount of the Loans, as a whole or but not in part from (except as otherwise specifically provided herein), at any time to time; providedafter the Lockout Expiration Date, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable provided (i) written notice of such prepayment in writing to specifying the Administrative date of prepayment is received by Agent not more than sixty (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: 60) days and not less than twenty (i20) three (3) Business Days days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarssuch prepayment, (ii) one such prepayment is accompanied by all interest accrued hereunder (1including without limitation all interest due under Section 2.3(b)(ii)) Business Day prior to and all other sums due hereunder or under the proposed other Loan Documents as of the date of prepayment of Alternate Base Rate Loans denominated in Dollarssuch prepayment, and (iii) four (4) Business Days if such prepayment occurs on or prior to the proposed date Yield Maintenance Expiration Date, Agent is paid for the account of the Banks a prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated fee in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied an amount equal to the outstanding Loans as positive excess of (A) the Borrower may elect; provided, that each Lender shall receive its pro rata share present value ("PV") of any such prepayment based on its Commitment Percentage. All prepayments all future installments of principal and interest due under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the Notes including the principal amount prepaid shall be due at maturity, assuming for the purposes hereof that the Notes were due and payable in full on the next occurring Interest Payment Yield Maintenance Expiration Date that would have occurred had (collectively, "All Future Payments"), determined by discounting the same at an interest rate per annum equal to the sum of (1) the Treasury Constant Maturity Yield Index published during the second full week preceding the date on which such Loan not been prepaid orpremium is payable for instruments having a maturity coterminous with the Yield Maintenance Expiration Date, at the request of the Administrative Agentand (2) two hundred (200) basis points for any period through and including May 1, interest on 2003 and three hundred (300) basis points for any period thereafter over (B) the principal amount prepaid shall be due and payable on any date that a of the Notes outstanding immediately before such prepayment is made hereunder through the date [(PV of All Future Payments) - (principal balance at time of prepayment) = prepayment fee]. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof."

Optional Prepayments. The Each Borrower shall have the right to prepay Loans made to it in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans Loans, the Term Loan A and the Term Loan B shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof; provided, that any prepayment of the Term Loan B as a result of any issuance of Indebtedness or any issuance of Capital Stock or other equity issuance by the Company or any of its Subsidiaries during the first year following the Closing Date shall be made at 101% of par, and thereafter shall be made at par, and (ii) each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Administrative Borrower shall give three (3) Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one (1) Business Day’s irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.17, but otherwise without premium or penaltypenalty and shall be applied as the Administrative Borrower may elect; provided, however, any prepayment of the Term Loan A or the Term Loan B pursuant to this Section 2.8(a) shall be applied ratably to the remaining amortization payments set forth in Section 2.4(c) and Section 2.5(c), respectively. Interest accrued through the date of prepayment on the principal amount prepaid shall be payable (A) with respect to any Alternate Base Rate Loan, on such date of prepayment and (B) with respect to any LIBOR Rate Loan, on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, such interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the such date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof, but amounts prepaid on the Term Loan A or the Term Loan B may not be reborrowed. All amounts prepaid pursuant to this Section 2.8(a) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans and Quoted Rate Swingline Loans in direct order of Interest Period maturities.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part Borrowers may, at their -------------------- option from time to time; providedtime upon not less than three (3) Business Days' prior written notice to Agent, howeverprepay installments of the Term A Notes, provided that each partial prepayment of Revolving Loans shall be in a minimum principal the amount of any such prepayment is at -------- least $1,000,000 500,000 and in integral multiples of $100,000 in excess thereofabove $500,000, and each partial that such prepayments are made ratably with respect to all Term A Notes. Each such prepayment of a Swingline Loan shall be applied to the installments of principal due under the Term A Notes in the inverse order of maturity. Borrowers may, at their option from time to time upon not less than three (3) Business Days' prior written notice to Agent, prepay principal of the Term B Notes (on a ratable basis), in minimum principal amount amounts of at least $100,000 500,000 and in integral multiples of $100,000 above $500,000, in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof each case so long as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated partial prepayments of the Term B Notes only, Borrowers are in Dollarscompliance with the Fixed Charge Coverage Ratio covenant contained in Section 8.3, determined as of the last day of the most recent fiscal quarter on a pro forma basis, including the principal amount of Term Loan B to be so prepaid in the calculation of fixed charges for such period, (ii) one (1) Business Day prior to the proposed date of Availability immediately after making such prepayment of Alternate Base Rate Loans denominated in Dollars, is at least $5,000,000 and (iii) four no Default or Event of Default is in existence at the time of such prepayment or would be caused by the making of such prepayment. In addition, Borrowers may make only 2 partial prepayments of Term Loan B and the Term B Notes in any calendar year and such partial prepayments may be made only (4a) Business Days prior to once during the proposed date period from January 1 through January 31 of each year and (b) once during the period from July 1 through August 1 of each year. Any such optional prepayment of Alternate Base Rate Loans Term A Notes and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid Term B Notes under this Section 2.7(a) subsection 3.3.5 shall be applied credited against the amount of the mandatory prepayment required under subsection 3.3.2 for the fiscal year in which such optional prepayment was made. Except for charges under subsection 3.2.5 applicable to prepayments of LIBOR Term A Portions, and except for fees under Section 2.6 applicable to prepayments of the outstanding Loans as the Borrower may elect; providedTerm A Notes or Term B Notes, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of U.S. Revolving Loans and Term Loans shall be in a minimum principal amount of $3,000,000 and integral multiples of $1,000,000 in excess thereof, each partial prepayment of U.K. Revolving Loans shall be in a minimum principal amount of $1,000,000 350,000 and integral multiples of $100,000 200,000 in excess thereof, and each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower Borrowers shall give three Business Days' irrevocable notice (a "Notice of such prepayment Payment") in writing the case of LIBOR Rate Loans and one Business Day's irrevocable notice in the case of Alternate Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). A form of such Notice of Prepayment is attached as Schedule 2.8. Subject to the foregoing terms, which notice amounts prepaid under this Section 2.8(a) shall be at least: (i) three (3) Business Days prior applied as the Borrowers may elect; provided that if the Borrowers fail to specify the application of an optional prepayment then such prepayment shall be applied first to Revolving Loans and then pro rata to the proposed date remaining principal installments of prepayment the Term Loans, in the each case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior first to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.172.18, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepayment. Amounts prepaid on the Swingline Loan and the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans a Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 1,000,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum thereof (or the remaining outstanding principal amount of $100,000 and integral multiples of $100,000 in excess thereofamount). The Borrower shall give three Business Days' irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, which notice amounts prepaid under this Section shall be at least: (i) three (3) Business Days prior applied ratably to the proposed date of prepayment in remaining principal installments thereof. Within the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsforegoing parameters, (ii) one (1) Business Day prior prepayments under this Section shall be applied first to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.14, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Company shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans any Base Rate Loan shall be in a minimum principal amount of $1,000,000 100,000 and integral multiples of $100,000 in excess thereof, thereof and (ii) each partial prepayment of a Swingline LIBO Rate Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower Company shall give irrevocable notice notify the Agent of such prepayment by written notice in writing the form of Exhibit 2.10 (a “Notice of Prepayment”). The Company shall give three Business Days’ irrevocable notice in the case of LIBO Rate Loans and one Business Day’s irrevocable notice in the case of Base Rate Loans, to the Administrative Agent (which shall notify the Lenders Banks thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.10(a) shall be applied to the outstanding Loans as the Borrower Company may elect; providedprovided however, that each Lender prepayment shall receive its pro rata share be applied first to Alternate Base Rate Loans and then to LIBO Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.10(a) shall be subject to Section 2.173.7, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving LIBOR Rate Loans shall be in a minimum principal amount of $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans and/or a Swingline Loan shall be in a minimum principal amount of $100,000 500,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three (3) Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and same-day irrevocable notice on any Business Day in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Tranche B Term Loans, which notice amounts prepaid under this Section 2.8(a) shall be at least: (i) three (3) Business Days prior applied, first, to the proposed date immediately next-following four scheduled installments of prepayment principal payable with respect to the Tranche B Term Loans, in the case order of EURIBOR/LIBOR Rate Loans denominated in Dollarstheir maturity, (ii) one (1) Business Day prior then to the proposed date remaining scheduled installments of prepayment principal payable with respect to the Tranche B Term Loans, in the inverse order of maturity, Table of Contents each such application to be made, first to Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Tranche B Term Loan may not be reborrowed.

Optional Prepayments. The Borrower Company shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans any Base Rate Loan shall be in a minimum principal amount of (i) $1,000,000 100,000 and integral multiples of $100,000 in excess thereof, and (ii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof and (iii) each partial prepayment of a LIBO Rate Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower Company shall give irrevocable notice notify the Agent of such prepayment by written notice in writing the form of Exhibit 2.6(a) (a “Notice of Prepayment”). The Company shall give three Business Days’ irrevocable notice in the case of LIBO Rate Loans and one Business Day’s irrevocable notice in the case of Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower Company may elect; provided. Within the foregoing parameters, that each Lender prepayments under this Section 2.6(a) shall receive its pro rata share be applied first to Base Rate Loans and then to LIBO Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to (i) prepay the Term Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Term Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan that are (A) Alternate Base Rate Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereofthereof (or the remaining outstanding principal amount) and (B) LIBOR Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount) and (ii) repay the Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial repayment of Revolving Loans that are (A) Alternate Base Rate Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount) and (B) LIBOR Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $50,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give three Business Days’ irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, which notice amounts prepaid under this Section shall be at least: (i) three (3) Business Days prior applied ratably to the proposed date of prepayment in remaining principal installments thereof. Within the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsforegoing parameters, (ii) one (1) Business Day prior prepayments under this Section shall be applied first to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on To the extent the Borrower elects to repay the Revolving Loans and and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans may be reborrowed and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with the terms hereoftheir respective Revolving Commitment Percentages.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay the Term Loans and the Revolving Loans in whole or in part from time to time; provided, however, that each partial prepayment of a Term Loan or a Revolving Loans Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum thereof (or the remaining outstanding principal amount of $100,000 and integral multiples of $100,000 in excess thereofamount). The Borrower Borrowers shall give three Business Days’ irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans, and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrowers elect to prepay the Term Loans, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be applied to the outstanding remaining principal installments of the Term Loans as the Borrower Administrative Agent may elect; providedelect in its discretion. To the extent the Borrowers elect to prepay the Revolving Loans, that each Lender amounts prepaid under this Section shall receive be applied as the Administrative Agent may elect in its pro rata share discretion. Within the foregoing parameters, prepayments under this Section shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.13, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right option to -------------------- prepay Loans in whole or in part from time to timethe principal amount of the Revolving Notes upon three (3) Business Days' prior notice for Adjusted LIBOR Rate Advances and upon one (1) Business Day's prior notice for Base Rate Advances; provided, however, that each partial prepayment of Revolving Loans such prepayments shall be in a minimum amounts of at least $500,000 (or, if less, the entire outstanding principal amount balance thereof) and, with respect to Adjusted LIBOR Rate Advances, shall be made only on the last day of $1,000,000 the relevant Interest Period unless accompanied by the Repayment Indemnity. All amounts prepaid must be received by the Agent in immediately available funds, before 1:00 p.m., then prevailing New York time, to be applied towards payment of the Revolving Credit Advances on the Business Day received. Amounts received thereafter shall be applied towards repayment of the Revolving Credit Advances on the next Business Day. No such prepayment shall in any way alter or suspend any obligations of the Borrowers under the terms of this Agreement and integral multiples of $100,000 in excess thereofthe other Loan Documents, and each partial prepayment the Borrowers shall continue to perform and be responsible for the performance of a Swingline all terms and provisions of this Agreement and the other Loan Documents. Prepayments shall be applied in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at leastfollowing order: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Base Rate Loans denominated in Dollars, Advances and then (ii) one Adjusted LIBOR Rate Advances. In the event the Borrowers for any reason (1including acceleration) Business Day prior repay any Adjusted LIBOR Rate Advance on the day which is not the end of the relevant Interest Period, the Borrowers shall pay to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior Agent the Repayment Indemnity with respect to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, thereof and each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.4(a) shall be applied first to the outstanding Alternate Base Rate Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.4(a) shall be subject to Section 2.172.14, but otherwise without premium or penalty. Interest accrued through the date of prepayment on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, such interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepaymenthereunder. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. All amounts prepaid pursuant to this Section 2.4(a) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans and Quoted Rate Swingline Loans in direct order of Interest Period maturities.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Alternate Base Rate Loans or Index Rate Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, thereof and (ii) each partial prepayment of a Swingline Loan LIBOR Rate Loans shall be in a minimum principal amount of $100,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess thereof. The Borrower shall give irrevocable written notice of such prepayment (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)) not later than 11:00 A.M. (Charlotte, which notice shall be at least: (iNorth Carolina time) three (3) Business Days prior to on the proposed date of the requested prepayment in the case of EURIBOR/LIBOR Alternate Base Rate Loans denominated in Dollarsor Index Rate Loans, (ii) one (1) and on the third Business Day prior to the proposed date of the requested prepayment in the case of Alternate Base LIBOR Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior Loans. Subject to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts foregoing terms, amounts prepaid under this Section 2.7(a2.5(a) shall be applied to the outstanding Loans as the Borrower may elect; provided. Within the parameters of the applications set forth above, that each Lender prepayments shall receive its pro rata share be applied first to Alternate Base Rate Loans, second to Index Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.5(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable (a) at the time of such prepayment with respect to LIBOR Rate Loans, along with any costs then due and payable under Section 2.15, and (b) with respect to Alternate Base Rate Loans and Index Rate Loans, on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount of any Alternate Base Rate Loans or Index Rate Loans prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Alternate Base Rate Loans shall be in a minimum principal amount of $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess thereof, and (ii) each partial prepayment of a Swingline Loan LIBOR Rate Loans shall be in a minimum principal amount of $100,000 2,000,000 and integral multiples of $500,000 in excess thereof and (iii) each prepayment of Swingline Loans shall be in a minimum principal amount of $250,000 and integral multiples of $100,000 in excess thereof. The Borrower Borrowers shall give irrevocable written notice of such prepayment (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)) not later than 1:30 P.M. (Charlotte, which notice shall be at least: (iNorth Carolina time) three (3) Business Days prior to on the proposed date of the requested prepayment in the case of EURIBOR/LIBOR Alternate Base Rate Loans denominated in DollarsLoans, (ii) one (1) and on the third Business Day prior to the proposed date of the requested prepayment in the case of Alternate Base LIBOR Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior Loans. Subject to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts foregoing terms, amounts prepaid under this Section 2.7(a3.3(a) shall be applied to the outstanding Loans as the Borrower Borrowers may elect; provided, that each Lender however, if the Borrowers shall receive its fail to elect an order of prepayment, such amounts shall be applied (A) first, to prepay Revolving Loans outstanding at such time until paid in full without a corresponding reduction in the Revolving Commitment, (B) second, pro rata share to the Term Loan A (ratably to the remaining principal installments thereof) and (C) third, pro rata to the Term Loan B (ratably to the remaining principal installments thereof). Within the parameters of any such prepayment based on its Commitment Percentagethe applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a3.3(a) shall be subject to Section 2.172.19, but otherwise without premium or penalty; provided, however, that optional prepayments made with respect to Term Loan B (i) prior to the first anniversary of the Closing Date shall be subject to a prepayment penalty of 2.0% and (ii) on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date shall be subject to a prepayment penalty of 1.0%. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepaymentprepaid. Amounts prepaid on the Revolving Swingline Loans and Swingline the Revolving Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. The Borrower shall have may at any time and from time to time prepay the right to prepay Loans Loans, in whole or in part from time to time; providedpart, howeverwithout premium or penalty, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give upon irrevocable notice of such prepayment in writing delivered to the Administrative Agent (which shall notify at least three Business Days prior thereto in the Lenders thereof as soon as practicable)case of LIBOR Loans, and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall be at least: (i) three (3) Business Days prior to specify the proposed date and amount of prepayment in and whether the case prepayment is of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate or Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may electLoans; provided, that each Lender if a LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall receive its pro rata share also pay any amounts owing pursuant to Section 2.19. Upon receipt of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of notice the Administrative AgentAgent shall promptly notify each relevant Lender thereof. If any such notice is given, interest on the principal amount prepaid specified in such notice shall be due and payable on any date that a prepayment is made hereunder through the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans) accrued interest (excluding the Aggregate PIK Interest in the case of a partial prepayment. Amounts prepaid ) to such date on the Revolving amount prepaid. Any prepayment of the Loans in whole shall (after giving effect to Section 2.13) include any outstanding Aggregate PIK Interest. Partial prepayments of Term Loans and Swingline Revolving Credit Loans may shall be reborrowed in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Any optional prepayment shall be applied first to the principal installments of the Term Loans ratably in accordance with the terms hereofthen outstanding amounts thereof and thereafter to the Revolving Credit Loans.

Optional Prepayments. The Borrower Company shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans any Base Rate Loan shall be in a minimum principal amount of (i) $1,000,000 100,000 and integral multiples of $100,000 in excess thereof, and (ii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof and (iii) each partial prepayment of a LIBOR RateSOFR Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower Company shall give irrevocable notice notify the Agent of such prepayment by written notice in writing the form of Exhibit 2.6(a) (a “Notice of Prepayment”). The Company shall give (x) three U.S. Government Securities Business Days’ irrevocable notice in the case of LIBOR RateSOFR Loans, (y) one Business Day’s irrevocable notice in the case of Base Rate Loans and (z) notice on the same Business Day on or prior to 3:00 p.m. in the case of Swingline Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower Company may elect; provided. Within the foregoing parameters, that each Lender prepayments under this Section 2.6(a) shall receive its pro rata share be applied first to Base Rate Loans and then to LIBOR RateSOFR Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay repay the Revolving Loans and Swingline Loans in whole or in part from time to timetime as the Borrower may elect; provided, however, that each partial prepayment or repayment of (i) Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, thereof and each partial prepayment of a (ii) Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereofthereof (or the remaining outstanding principal amount). The Borrower shall give at least three (3) Business Days’ (but not more than five (5) Business Days’) irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and at least one (1) Business Day’s (but not more than five (5) Business Days’) irrevocable notice in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . To the extent the Borrower elects to repay the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Revolving Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts Swingline Loans, amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Revolving Loans and/or Swingline Loans, as applicable of the Borrower may elect; providedRevolving Lenders in accordance with their respective Pro Rata Shares. Within the foregoing parameters, that each Lender prepayments under this Section 2.6(a) shall receive its pro rata share be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Upon at least three Business Days’ irrevocable prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment and whether such prepayment is of Term Loan Advances or Revolving Credit Advances (in excess of the aggregate Available Amount of the then outstanding Letters of Credit), the Borrower shall have may prepay the right to prepay Loans outstanding principal amount of the Advances in whole or in part from time part, together with accrued interest to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice the date of such prepayment in writing to on the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentageprincipal amount prepaid. All prepayments under this Section 2.7(a) shall be made on the last day of the then existing Interest Period respecting the Advance being prepaid or shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed Break Funding Costs with respect thereto in accordance with the terms of Section 2.12(f) hereof. Each prepayment in whole or part of a Revolving Credit Advance shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be applied ratably among the Lenders. Each partial prepayment of a Term Loan Advance shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be applied ratably among the Lenders to reduce the outstanding Term Loan Repayment Amounts on a pro rata basis. In each case of an optional prepayment respecting the Term Loan, the Administrative Agent shall send to each of the parties hereto a revised principal repayment schedule, which revision shall supersede the schedule set forth in Section 2.06. Following the reduction of the Term Loan Repayment Amount in its entirety, optional prepayment amounts shall be used to prepay Revolving Credit Advances then outstanding.

Optional Prepayments. The Subject to Section 2.1.7(a), Borrower shall have the right may, at its option and without premium or penalty, upon five Banking Days' notice to Administrative Agent, prepay (i) any Construction Loans in whole or in part from time to timetime in part in minimum amounts of $1,000,000 or an incremental multiple of $100,000 in excess thereof (provided that such minimum amounts shall not apply to a prepayment of all outstanding Construction Loans), (ii) any Term Loans in whole or from time to time in part in minimum amounts of $1,000,000 or an incremental multiple of $100,000 in excess thereof (provided that such minimum amounts shall not apply to a prepayment of all outstanding Term Loans), or (iii) any Security Fund LC Loans in whole or from time to time in part in minimum amounts of $1,000,000 or an incremental multiple of $100,000 in excess thereof (provided that such minimum amounts shall not apply to a prepayment of all outstanding Security Fund LC Loans); provided, however, that each partial as a condition to Borrower's right to make any prepayment of Revolving Loans Construction Loans, Borrower shall be reduce the Total Construction Loan Commitment in a minimum accordance with Section 2.3.3 of this Agreement by such amount that the Available Construction Loan Commitment equals zero after giving effect to such prepayment. In connection with any optional prepayments, Borrower shall terminate or partially terminate Hedge Transactions such that the notional amount under all of the Hedge Transactions does not exceed, in the aggregate, the principal amount of $1,000,000 and integral multiples of $100,000 in excess thereofLoans outstanding immediately after giving effect to such prepayment. In connection with any optional prepayments, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice may at the time of such prepayment specify the portions by which Allocated Portions shall be reduced thereby, and absent such specification, the Allocated Portions shall be reduced in writing proportion to their size relative to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereofaggregate Term Loan.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving (i) that portion of the Term Loan that consists of Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof, (ii) that portion of the Term Loan that consists of LIBOR Rate Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 200,000 in excess thereof, thereof and (iii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 50,000 in excess thereof. The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day’s irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Revolving Loans or the Term Loan as the Borrower may elect; provided, that each voluntary prepayment of the Term Loan made on or before June 30, 2006 shall be 40 applied as set forth in Section 2.7(b)(vi)(C)(I) and each voluntary prepayment of the Term Loan made thereafter shall be applied as set forth in Section 2.7(b)(vi)(C)(II); provided, further, that each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loan may not be reborrowed.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay the Term Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans a Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum thereof (or the remaining outstanding principal amount of $100,000 and integral multiples of $100,000 in excess thereofamount). The Borrower Borrowers shall give three Business Days’ irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrowers elect to prepay the Term Loans, which notice amounts prepaid under this Section shall be at least: (i) three (3) Business Days prior applied in accordance with Section 2.5 of this Agreement and the Fee Letter, or, if not provided therein, in such order and manner as determined by the Administrative Agent in its reasonable discretion. Within the foregoing parameters, prepayments under this Section shall be applied first to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.13, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans and Term Loans shall be in a minimum principal amount of $1,000,000 2,000,000 and integral multiples of $100,000 500,000 in excess thereof, thereof and each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans and Swingline Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Subject to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsforegoing terms, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may electelect (subject to pro rata treatment of Lenders receiving any such prepayment); provided, that each Lender however, that, with respect to Term Loans, any proceeds from a single prepayment shall receive its be applied to reduce the Term Loans pro rata share with respect to each remaining installment of any such prepayment based on its Commitment Percentageprincipal. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of a Revolving Loans Loan and the Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three (3) Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, provided that each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loan may not be reborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans and Term Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 250,000 in excess thereofthereof with respect to LIBOR Rate Loans, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 500,000 and integral multiples of $100,000 in excess thereofthereof with respect to Alternate Base Rate Loans. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Subject to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsforegoing terms, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a2.6(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, provided that each Lender if the Borrower fails to specify the application of an optional prepayment then such prepayment shall receive its be applied first to Revolving Loans and then pro rata share to the remaining principal installments of any such prepayment based on its Commitment Percentagethe Term Loans, in each case first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. The Borrower Borrowers shall have the right at any time and from time to time to prepay Loans any Borrowing in whole or in part from time part, subject to time; provided, however, that each partial prior notice in accordance with paragraph (d) of this Section 2.09. Each prepayment of Revolving Term Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate or Incremental Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the Term Loans and Incremental Loans ratably in accordance with the respective outstanding principal amounts of such Term Loans as and Incremental Loans (and, in the Borrower may elect; providedcase of Incremental Loans, that each Lender shall receive its to all Series thereof ratably in accordance with the respective outstanding principal amounts of such Series), and pro rata share to the installments thereof in accordance with the respective aggregate principal amounts of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest the Term Loans and Incremental Loans outstanding on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had date of such Loan not been prepaid orprepayment, provided that, at the request of its option exercised by notice to the Administrative Agent, interest (i) the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through four Quarterly Dates immediately following the date of prepayment. Amounts prepaid on such prepayment to such installments in direct order of maturity, (ii) in the Revolving case of any prepayment by the Company after Incremental Loans have been made to a Subsidiary Borrower, the Company may elect to exclude the Incremental Loans of such Subsidiary Borrower from such prepayment (notwithstanding the requirement above that prepayments be applied ratably to the Term Loans and Swingline Incremental Loans) and (iii) in the case of any prepayment by a Subsidiary Borrower after Incremental Loans have been made to it, such Subsidiary Borrower may elect to exclude the Term Loans and the Incremental Loans of the Company from such prepayment (again, notwithstanding the requirement above that prepayments be reborrowed in accordance with applied ratably to the terms hereofTerm Loans and Incremental Loans).”

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; providedPROVIDED, howeverHOWEVER, that (i) each partial prepayment of Revolving Loans and Term Loans shall be in a minimum principal amount of $1,000,000 2,500,000 and integral multiples of $100,000 in excess thereof, thereof (or the remaining unpaid amount) and (ii) each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 50,000 in excess thereofthereof (or the remaining unpaid amount). The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and irrevocable notice not later than 12:00 noon (Charlotte, North Carolina time) on the same Business Day in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Subject to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsforegoing terms, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may electelects; provided, provided that each Lender shall receive its pro rata share if the Borrower fails to specify the application of any an optional prepayment then such prepayment based on its Commitment Percentageshall be applied first to Revolving Loans and then pro RATA to the remaining principal installments of the Term Loans, in all cases first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amount prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay the Term Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Term Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof500,000 (or the remaining outstanding principal amount). The Borrower Borrowers shall give three Business Days’ irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrowers elect to prepay the Term Loans, which notice amounts prepaid under this Section shall be at least: applied (i) three (3) Business Days prior to the proposed date of prepayment in extent the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsoutstanding principal amount under the Term Loans, both before and after giving effect to such optional prepayment, is greater than $150,000,000 and there are more than eight (8) Pledged Mortgage Assets, as the Borrowers may direct and (ii) one (1) Business Day prior to the proposed date of prepayment of extent the outstanding principal amount under the Term Loans, either before or after giving effect to such optional prepayment, is less than or equal to $150,000,000 or there are less than or equal to eight (8) Pledged Mortgage Assets, as the Administrative Agent may elect in its reasonable discretion. Within the foregoing parameters, prepayments under this Section shall be applied first to Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.13, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay the Term Loans and the Revolving Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Term Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof500,000 (or the remaining outstanding principal amount). The Borrower Borrowers shall give three Business Days’ irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrowers elect to prepay the Term Loans, which notice amounts prepaid under this Section shall be at least: applied (i) three (3) Business Days prior to the proposed date of prepayment in extent the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsoutstanding principal amount under the Term Loans, both before and after giving effect to such optional prepayment, is greater than $150,000,000 and there are more than eight (8) Pledged Mortgage Assets, as the Borrowers may direct and (ii) one (1) Business Day prior to the proposed date of prepayment of extent the outstanding principal amount under the Term Loans, either before or after giving effect to such optional prepayment, is less than or equal to $150,000,000 or there are less than or equal to eight (8) Pledged Mortgage Assets, as the Administrative Agent may elect in its reasonable discretion. Within the foregoing parameters, prepayments under this Section shall be applied first to Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.13, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed prepaid in accordance with the terms hereofof Section 2.1(c) of this Agreement. Prepayments of the Loans are subject to the requirements of Section 2.5(b)(vi) of this Agreement and the Fee Letter.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans a Base Rate Loan shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof or, if less, the unpaid balance thereof, (ii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof or, if less, the unpaid balance thereof, and (iii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 50,000 in excess thereof or the unpaid balance thereof, if less. The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day’s irrevocable notice in writing the case of Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior practicable).Each prepayment pursuant to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.8(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that however, each Lender prepayment shall receive its pro rata share be applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay the Revolving Line of Credit Loans in whole or in part and to convert Revolving Line of Credit Loans of one Type into another Type, without premium or penalty, at any time and from time to time, provided that (i) at the time of the prepayment in full of all Revolving Line of Credit Extensions of Credit, the Borrowers shall pay all interest accrued on the amount prepaid; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower (ii) the Borrowers shall give irrevocable the Lender or Lenders in question notice of such prepayment as provided in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and Section 2.6; (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base LIBOR Loans may be converted into Prime Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(aonly on the last day of an Interest Period thereof; and (iv) such Lender or Lenders shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid orpaid, at the request time of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date prepayment of a LIBOR Loan that a prepayment is made hereunder through the date of prepayment. Amounts being prepaid on other than the last day of an Interest Period therefor, the amount provided for in Section 2.11. Principal amounts repaid or prepaid under the Revolving Loans and Swingline Loans Line of Credit Notes or under the Revolving Line of Credit Commitments may be reborrowed in accordance with by the Borrowers subject to the terms hereof; PROVIDED, HOWEVER, that any funds repaid or prepaid on or after the earlier to occur of (a) the Revolving Line of Credit Commitment Expiration Date or (b) the termination of the Revolving Line of Credit Commitment pursuant to Section 1.7 hereof, may not be reborrowed or readvanced thereafter.

Optional Prepayments. The Each Borrower shall have the right to prepay Loans made to it in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans and the Term Loan B shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, thereof and (ii) each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Administrative Borrower shall give three (3) Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one (1) Business Day’s irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.17, but otherwise without premium or penaltypenalty and shall be applied as the Administrative Borrower may elect; provided, however, any prepayment of the Term Loan B pursuant to this Section 2.8(a) shall be applied ratably to the remaining amortization payments set forth in Section 2.5(c). Interest accrued through the date of prepayment on the principal amount prepaid shall be payable (A) with respect to any Alternate Base Rate Loan, on such date of prepayment and (B) with respect to any LIBOR Rate Loan, on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, such interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the such date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof, but amounts prepaid on the Term Loan B may not be reborrowed. All amounts prepaid pursuant to this Section 2.8(a) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans and Quoted Rate Swingline Loans in direct order of Interest Period maturities.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of a Revolving Loans Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day’s irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.8(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, provided that each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.172.18, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Upon at least three (3) Business Days' prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, the Borrower shall have may prepay the right to prepay outstanding principal amount of the Term Loans in whole or in part from time part, together with accrued interest to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice the date of such prepayment on the principal amount prepaid. Such notice shall be irrevocable, except to the extent the notice states that it is conditioned upon the effectiveness of other credit facilities or another transaction, in writing which case such notice may be revoked by the Borrower (by notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days on or prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (iispecified effective date) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any if such prepayment based on its Commitment Percentagecondition is not satisfied. All prepayments under pursuant to this Section 2.7(a) 2.07 shall be made on the last day of the then existing Interest Period with respect to the Term Loans being prepaid or shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed Break Funding Costs with respect thereto in accordance with the terms of Section 2.11(d) hereof Each prepayment in whole or in part of the Term Loans shall be in the aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and shall be applied ratably among the Lenders to reduce the remaining Term Loan Repayment Amounts (a) in the direct order of their maturities or (b) in such other manner as the Borrower may specify in writing. In each case of an optional prepayment with respect to the Term Loans, the Required Lenders shall send to each of the parties hereto a revised principal repayment schedule, which revision, provided that the Borrower does not notify the Required Lenders of any objection thereto, shall supersede the schedule set forth in Section 2.06 hereof.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans an Alternate Base Rate Loan shall be in a minimum principal amount of $1,000,000 250,000 and integral multiples of $100,000 50,000 in excess thereof, and ; provided that each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $50,000 in excess thereof; and (ii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof. The Parent Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day’s irrevocable notice in writing the case of Alternate Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Each prepayment pursuant to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.8(a) shall be applied to the outstanding Loans as the Parent Borrower may elect; provided, that (i) any prepayment of the Term Loan shall be applied pro rata to the remaining Term Loan amortization payments set forth in Section 2.2(b), (ii) any prepayment of an Additional Term Loan shall be applied pro rata to the remaining amortization payments (if any) of such Additional Term Loan and (iii) each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage, Term Loan Commitment Percentage or Commitment Percentage with respect to such Additional Loan, as applicable. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in the order of Interest Period maturities as the Parent Borrower may elect. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loan or an Additional Term Loan may not be reborrowed.

Optional Prepayments. The By giving irrevocable written notice, which is received by Agent at least 10 but not more than 45 Business Days in advance, Borrower shall have may, at its option, make prepayments to Agent for the right to prepay Loans in whole pro rata account of the Lenders on any Interest Payment Date, of all the outstanding principal amount of the Funding Loans, or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be time any part thereof equal to $5,000,000 or more in a minimum principal amount of $1,000,000 and integral multiples of $100,000 1,000,000, in excess thereofeach case together with all accrued and unpaid interest thereon to the date of prepayment and any additional amounts owed by Borrower pursuant to Section 2.5(e)(iii) or, if applicable, Section 5.15(b), provided that if a Default or Event of Default shall have occurred and each partial prepayment be continuing or shall result from such prepayment, Borrower may not make prepayments pursuant to this Section 2.7 unless (a) such prepayments are made from funds other than Cash Revenues, or (b) prepayments are made of a Swingline Loan shall be in a minimum all the outstanding principal amount of $100,000 the Loans together with all interest, fees, costs, charges, expenses and integral multiples other amounts payable by Borrower to Lenders under any Loan Instrument, including, without limitation, amounts owed by Borrower pursuant to Section 2.5(e)(iii) or, if applicable, Section 5.15(b) hereof. All partial prepayments shall be applied in payment of $100,000 the Repayment Amounts in excess thereof. The Borrower inverse order of maturities and shall give irrevocable notice of such prepayment in writing be deemed first applied to prepay amounts not subject to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Interest Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyHedge Agreements. Amounts prepaid under pursuant to this Section 2.7(a) shall 2.7 may not be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentagereborrowed. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.2.8

Optional Prepayments. (a) The Borrower shall have may, upon at least two Business Days prior written notice to Administrative Lender stating the right to proposed date and aggregate principal amount of the prepayment, prepay Loans the outstanding principal amount of any Advances in whole or in part from time part, together with accrued interest to timethe date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that each in the case of a prepayment of a -------- ------- Base Advance, the notice of prepayment may be given by telephone by 10:00 a.m. on the date of prepayment. Each partial prepayment shall, in the case of Base Advances under the Revolving Loans shall Loan or the Term Loan, be in a minimum an aggregate principal amount of not less than $1,000,000 and 100,000 or a larger integral multiples multiple of $100,000 50,000 in excess thereofthereof and, and each partial prepayment in the case of a Swingline LIBOR Advances under the Revolving Loan shall or the Term Loan, be in a minimum an aggregate principal amount of not less than $100,000 and 500,000 or a larger integral multiples multiple of $100,000 in excess thereof. The Borrower shall give irrevocable If any notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)is given, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid orstated therein, at the request of the Administrative Agent, together with accrued interest on the principal amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on any date that a prepayment is made hereunder through the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepaymentprepayment prior to such date specified, the Borrower shall reimburse the Administrative Lender for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. Amounts prepaid on A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the Revolving Loans and Swingline Loans may calculation of the additional amount or amounts to be reborrowed in accordance with paid to it hereunder shall be presumptive evidence of the terms hereofvalidity of such claim.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of (i) a Revolving Loans Loan or Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, thereof (or the remaining outstanding principal amount) and each partial prepayment (ii) of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 25,000 in excess thereofthereof (or the remaining outstanding principal amount). The Borrower Company shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and same-day irrevocable notice on any Business Day in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.8(a) shall be applied to as directed by the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment PercentageCompany. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loan may not be reborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of U.S. Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, thereof (or the remaining unpaid amount) and each partial prepayment of a Swingline Loan Canadian Revolving Loans shall be in a minimum principal amount of $100,000 C$500,000 and integral multiples of $C$100,000 in excess thereofthereof (or the remaining unpaid amount). The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans or CDOR Rate Loans and irrevocable notice not later than 1:00 p.m. (Toronto, Ontario time) on the same Business Day in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Subject to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsforegoing terms, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a2.6(a) shall be applied to the outstanding Loans as the Borrower may electelects; provided, provided that each Lender shall receive its pro rata share if the Borrower fails to specify the application of any an optional prepayment then such prepayment based on its Commitment Percentageshall be applied to Revolving Loans, first to U.S Revolving Loans which are Alternate Base Rate Loans, then to Canadian Revolving Loans which are Alternate Base Rate Loans, then to LIBOR Rate Loans in direct order of Interest Period maturities and then to CDOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of a Revolving Loans Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereofthereof (or the remaining outstanding principal amount), and (ii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereofthereof (or the remaining outstanding principal amount). The Borrower shall give three (3) Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one (1) Business Day’s irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, provided that each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Commitment Percentage. Within the foregoing parameters, prepayments under this Section shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of a Revolving Loans Loan or Term Loan shall be in a minimum principal amount Dollar Amount (determined as of the most recent Revaluation Date) of $1,000,000 and integral multiples of $100,000 500,000 in excess thereofthereof (or the remaining outstanding principal amount), and each partial prepayment of a Swingline Loan shall be in a minimum principal amount Dollar Amount (determined as of the most recent Revaluation Date) of $100,000 and integral multiples of $100,000 in excess thereofthereof (or the remaining outstanding principal amount). The Borrower Company shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and same-day irrevocable notice on any Business Day in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Company elects to prepay the Term Loans, which notice amounts prepaid under this Section 2.8(a) shall be at least: (i) three (3) Business Days prior applied ratably to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, remaining principal installments thereof and (ii) one (1) Business Day prior applied first to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.172.18, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loan may not be reborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans the Term Loan in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline the Term Loan shall be in a minimum principal amount of $100,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess thereofthereof (or the remaining outstanding principal amount) and (ii) upon the prepayment of any such amount, Collateral having a fee simple fair market value based on the 2005 Appraisals (or such later appraisals as may be required by the Administrative Agent to the extent the Borrower encumbers, enters into a sale-leaseback arrangement or otherwise disposes of properties not constituting Collateral with a fair market value in excess of $125,000,000) as selected by the Borrower and approved by the Administrative Agent, shall be released on a dollar-for-dollar basis; provided that no Mortgaged Property shall be required to be partially released in order to comply with the foregoing dollar-for-dollar reduction. The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which ) by 11:00 A.M. on the date notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyis given. Amounts prepaid under this Section 2.7(a) shall be (i) applied ratably to the outstanding remaining principal installments thereof and (ii) applied first to Alternate Base Rate Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.13, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans Term Loan may not be reborrowed in accordance with the terms hereofreborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans a Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum thereof (or the remaining outstanding principal amount of $100,000 and integral multiples of $100,000 in excess thereofamount). The Borrower shall give three (3) Business Days’ irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be applied ratably to the outstanding remaining principal installments thereof. Within the foregoing parameters, prepayments under this Section 2.7 shall be applied first to Alternate Base Rate Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) 2.7 shall be subject to Section 2.172.15(a), but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of (i) a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, (ii) any Alternate Base Rate Loan shall be in a minimum principal amount of $500,000 and integral multiples of $250,000 in excess thereof and (iii) any LIBOR Rate Loan shall be in a minimum principal amount of $1,000,000 and in integral multiples of $500,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.6(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, provided that each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right at any time and from time to time to prepay Loans any Borrowing in whole or in part from time part, subject to time; provided, however, that each partial prior notice in accordance with paragraph (d) of this Section 2.09. Each prepayment of Revolving Term Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate or Incremental Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the Term Loans and Incremental Loans ratably in accordance with the respective outstanding principal amounts of such Term Loans as and Incremental Loans (and, in the Borrower may elect; providedcase of Incremental Loans, that each Lender shall receive its to all Series thereof ratably in accordance with the respective outstanding principal amounts of such Series), and pro rata share to the installments thereof in accordance with the respective aggregate principal amounts of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest the Term Loans and Incremental Loans outstanding on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had date of such Loan not been prepaid orprepayment, provided that, at the request of its option exercised by notice to the Administrative Agent, interest (i) the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through four Quarterly Dates immediately following the date of prepayment. Amounts prepaid on such prepayment to such installments in direct order of maturity, (ii) in the Revolving case of any prepayment by the Company after Incremental Loans have been made to the Subsidiary Borrower, the Company may elect to exclude the Incremental Loans of the Subsidiary Borrower from such prepayment (notwithstanding the requirement above that prepayments be applied ratably to the Term Loans and Swingline Incremental Loans) and (iii) in the case of any prepayment by the Subsidiary Borrower after Incremental Loans have been made to it, the Subsidiary Borrower may elect to exclude the Term Loans and the Incremental Loans of the Company from such prepayment (again, notwithstanding the requirement above that prepayments be reborrowed in accordance with applied ratably to the terms hereof.Term Loans and Incremental Loans). Credit Agreement

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans a Base Rate Loan shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof or, if less, the unpaid balance thereof, (ii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof or, if less, the unpaid balance thereof, and (iii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 50,000 in excess thereof or the unpaid balance thereof, if less. The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans denominated in writing Dollars, four Business Day’s irrevocable notice in the case of LIBOR Rate Loans denominated in Canadian Dollars and one Business Day’s irrevocable notice in the case of Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Each prepayment pursuant to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.8(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that however, each Lender prepayment shall receive its pro rata share be applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans and Swingline Loans in whole or in part from time to timetime as the Borrower may elect; provided, however, that each partial prepayment or repayment of (i) Revolving Loans and the Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, thereof and each partial prepayment of a (ii) Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereofthereof (or the remaining outstanding principal amount). The Borrower shall give at least three (3) Business Days’ (but not more than five (5) Business Days’) irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and at least one (1) Business Day’s (but not more than five (5) Business Days’) irrevocable notice in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be (i) applied to the outstanding remaining amortization payments thereof on a pro rata basis and (ii) applied to the Term Loans as of the Term Loan Lenders in accordance with their respective Pro Rata Shares. To the extent the Borrower may elect; providedelects to repay the Revolving Loans and/or Swingline Loans, that each Lender amounts prepaid under this Section shall receive its pro rata share be applied to the Revolving Loans and/or Swingline Loans, as applicable of any such prepayment based on its Commitment Percentagethe Revolving Lenders in accordance with their respective Pro Rata Shares. All Within the foregoing parameters, prepayments under this Section 2.7(a) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have Subject to Section 4.04, the right Company may, at any time or from time to time, upon not less than three Business Days' irrevocable notice (in the case of Offshore Rate Loans) or one Business Day's irrevocable notice (in the case of Base Rate Loans) to the Agent, ratably prepay Revolving Loans in whole or in part from time to time; providedpart, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount amounts of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent 2,000,000 (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Offshore Rate Loans denominated Loans) or $1,000,000 (in Dollars, (ii) one (1) Business Day prior to the proposed date case of prepayment of Alternate Base Rate Loans) or in each case any multiple of $1,000,000 in excess thereof and ratably prepay Term Loans denominated in Dollarswhole or in part, and (iii) four (4) Business Days prior to in minimum amounts of $2,000,000 or any multiple of $1,000,000 in excess thereof; provided that the proposed date of prepayment of Alternate Base Rate Company may not prepay any Term Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.06 unless after giving effect to such prepayment no Default or Event of Default then exists or would occur as a result of such prepayment. Such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) shall of Loans to be applied to the outstanding Loans as the Borrower may elect; provided, that prepaid. The Agent will promptly notify each Lender shall receive of its pro rata share receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on and the principal payment amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had specified in such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid notice shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid specified therein, together with accrued interest to each such date on the Revolving amount prepaid and any amounts required pursuant to Section 4.04. Optional prepayments of Term Loans and Swingline made prior to the Draw Period Termination Date shall be applied to reduce the outstanding principal amount of the Term Loans. Optional prepayments of Term Loans made after the Draw Period Termination Date shall be applied to reduce the installments of principal set forth in Section 2.08(a) (as such installments may be reborrowed in accordance with the terms hereofhave been previously reduced) on a pro rata basis.

Optional Prepayments. The Borrower shall have the right to prepay the Revolving Loans or Term Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Alternate Base Rate Loans or LIBOR Rate Loans shall be in a minimum principal amount of $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess thereof, thereof and (ii) each partial prepayment of a Index Rate Loans or Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable written notice of such prepayment (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)) not later than 11:00 A.M. (Charlotte, which notice shall be at least: (iNorth Carolina time) three (3) Business Days prior to on the proposed date of the requested prepayment in the case of EURIBOR/LIBOR Alternate Base Rate Loans, Index Rate Loans denominated in Dollarsor Swingline Loans, (ii) one (1) and on the third Business Day prior to the proposed date of the requested prepayment in the case of Alternate Base LIBOR Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior Loans. Subject to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts foregoing terms, amounts prepaid under this Section 2.7(a2.6(a) shall be applied to the outstanding Loans as the Borrower may elect; provided. Within the parameters of the applications to Loans set forth above, that each Lender prepayments shall receive its pro rata share be applied first to Alternate Base Rate Loans, second to Index Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable (a) at the time of such prepayment with respect to LIBOR Rate Loans, along with any costs then due and payable under Section 2.16, and (b) with respect to Alternate Base Rate Loans, Index Rate Loans and Swingline Loans, on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount of any Alternate Base Rate Loans, Index Rate Loans or Swingline Loans prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The (i) [reserved]. (ii) Upon prior notice in accordance with paragraph (a)(iii) of this Section 2.11, the Lead Borrower shall have the right at any time and from time to time to prepay Loans any Borrowing of Revolving Loans, including any Additional Revolving Loans, in whole or in part from time without premium or penalty (but subject to time; providedSection 2.16). Prepayments made pursuant to this Section 2.11(a)(ii), howeverfirst, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereofapplied to outstanding LC Disbursements and, and each partial prepayment of a Swingline Loan second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereofaccordance with their respective Applicable Percentages. (iii) The Lead Borrower shall give irrevocable notice of such prepayment in writing to notify the Administrative Agent in writing or by telephone (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: promptly confirmed in writing) of any prepayment under this Section 2.11(a) (iA) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsa prepayment of a Term XXXXX Borrowing or SOFR Borrowing, (ii) one (1) not later than 1:00 p.m. three Business Day prior to Days before the proposed date of prepayment or (B) in the case of Alternate Base a prepayment of an ABR Borrowing or a Canadian Prime Rate Loans denominated in DollarsBorrowing, and (iii) four (4) not later than 1:00 p.m. one Business Days prior to Day before the proposed date of prepayment (or, in the case of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyclauses (A) and (B), such later date to which the Administrative Agent may agree). Amounts prepaid under this Section 2.7(a) Each such notice shall be applied to in the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share form of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) Exhibit H hereto and shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on irrevocable and shall specify the prepayment date and the principal amount prepaid shall of each Borrowing or portion thereof to be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date prepaid; provided that a notice of prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.delivered by the

Optional Prepayments. The Borrower shall have the right to prepay the Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans any Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof100,000, and each partial prepayment of a any Swingline Loan Loans shall be in a minimum principal amount of $100,000 50,000 and integral multiples of $100,000 10,000 in excess thereof. The Borrower shall give irrevocable written notice of such prepayment (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)) not later than 1:00 p.m. (Charlotte, which notice shall be at least: (iNorth Carolina time) three (3) Business Days prior to on the proposed date of the requested prepayment in the case of EURIBOR/LIBOR Alternate Base Rate Loans denominated in Dollarsor LIBOR Market Index Rate Loans, (ii) one (1) and on the third Business Day prior to the proposed date of the requested prepayment in the case of Alternate Base LIBOR Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior Loans. Subject to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts foregoing terms, amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Revolving Commitment Percentage. Except to the extent otherwise specified by the Borrower, prepayments shall be applied first to Alternate Base Rate Loans, second to LIBOR Market Index Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid accrued to the date of such prepayment shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, in the case of LIBOR Rate Loans at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay the Term Loans and the Revolving Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans any related Interest Rate Protection Agreements shall be terminated in a minimum principal amount of $1,000,000 and integral multiples of $100,000 whole or in excess thereofpart, as applicable, and each partial prepayment of a Swingline Loan shall be any amounts due thereunder paid in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereoffull. The Borrower Borrowers shall give three Business Days’ irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders and each Affiliated Hedge Counterparty thereof as soon as practicable). To the extent that the Borrowers elect to prepay the Term Loans, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be applied in accordance with Section 2.10(a)(ii). To the extent the Borrowers elect to prepay the Revolving Loans, amounts prepaid under this Section shall be applied in accordance with Section 2.10(a)(ii). Within the foregoing parameters, prepayments under this Section shall be applied to the outstanding LIBOR Rate Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.13, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans (i) a LIBOR Rate Loan shall be in a minimum principal aggregate amount of $1,000,000 and integral multiples of $100,000 1,000,000 in excess thereof, thereof and each partial prepayment of (ii) a Swingline Loan shall be in a minimum principal aggregate amount of $100,000 and integral multiples of $100,000 10,000 in excess thereofthereof (or, in each case, the full balance, if less). The Borrower shall give three (3) Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.6(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, provided that each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of a Revolving Loans Loan shall be in a minimum principal amount of $1,000,000 500,000 and integral multiples of $100,000 in excess thereofthereof (or the remaining outstanding principal amount), and (ii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereofthereof (or the remaining outstanding principal amount). The Borrower shall give three Business Days’ irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and one Business Day’s irrevocable notice of prepayment in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, provided that each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Commitment Percentage. Within the foregoing parameters, prepayments under this Section shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepaymentprepaid. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay the Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans any Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof100,000, and each partial prepayment of a any Swingline Loan Loans shall be in a minimum principal amount of $100,000 50,000 and integral multiples of $100,000 10,000 in excess thereof. The Borrower shall give irrevocable written notice of such prepayment (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)) not later than 1:00 p.m. (Charlotte, which notice shall be at least: (iNorth Carolina time) three (3) Business Days prior to on the proposed date of the requested prepayment in the case of EURIBOR/LIBOR Alternate Base Rate Loans denominated in Dollarsor LIBOR Market Index Rate Loans, (ii) one (1) and on the third Business Day prior to the proposed date of the requested prepayment in the case of Alternate Base LIBOR Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior Loans. Subject to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts foregoing terms, amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. Except to the extent otherwise specified by the Borrower, prepayments shall be applied first to Alternate Base Rate Loans, second to LIBOR Market Index Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid accrued to the date of such prepayment shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, in the case of LIBOR Rate Loans at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loan may not be reborrowed.

Optional Prepayments. The Borrower shall have (i) At their option, the right Borrowers may, without premium or penalty but subject to Section 2.14 in the case of LIBOR Loans and LIBOR Portions, upon one (1) Business Day’s notice from the Borrowing Agent to the Administrative Agent in the case of Base Rate Loans or Base Rate Portions or three (3) Business Days’ notice from the Borrowing Agent to the Administrative Agent in the case of LIBOR Loans or LIBOR Portions, prepay the Base Rate Loans or Base Rate Portions in whole or any Borrowing and all accrued but unpaid interest thereon in part from time to time; providedpart, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and or an integral multiples multiple of $100,000 in excess thereof, or in whole and prepay the LIBOR Loans or LIBOR Portions in any Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $500,000 or an integral multiple of $100,000 in excess thereof, or in whole. The Borrower Each such notice shall give irrevocable notice specify the date and amount of such prepayment in writing and whether such prepayment relates to Swing Line Loans, Revolving Loans or Term Loans; provided that if such prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR Loan, the Borrowers shall be subject to the Administrative Agent (which payments required by Section 2.14. If such notice is given by the Borrowing Agent, the Borrowers shall notify make such prepayment and the Lenders thereof as soon as practicable), which payment amount specified in such notice shall be at least: (i) three (3) Business Days prior to due and payable on the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentagespecified therein. All prepayments under this Section 2.7(a2.07(b) shall be subject which are applied to Section 2.17, but otherwise without premium or penalty. Interest on reduce the principal amount prepaid of the Term Loans shall be payable applied first to the accrued but unpaid interest on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid orand fees in connection with, at the request and then any principal of the Administrative Agent, interest on Term Loans until paid in full (in the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed manner set forth in accordance with the terms hereofSection 2.07(d)).

Optional Prepayments. The Borrower shall have the -------------------- right to prepay Loans in whole or in part from time to time; provided, -------- however, that (i) each partial prepayment of Revolving LIBOR Loans shall be in a ------- minimum principal amount of $2,000,000 and integral multiples of $1,000,000 in excess thereof and (ii) each partial prepayment of Alternate Base Rate Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 500,000 in excess thereof. The Borrower shall give five Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). Subject to the foregoing terms, which notice amounts prepaid under this Section 2.8(a) shall be at least: applied first to Revolving Loans and then pro rata between the Tranche A Term Loans and the Tranche B Term Loans (i) three (3) Business Days prior and within each tranche of Term Loans, to the proposed date remaining principal amortization payments with respect to such tranche of prepayment Term Loans on a pro rata basis), in the each case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior first to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.172.18, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans an Alternate Base Rate Loan shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof or, if less, the unpaid balance thereof, (ii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof or, if less, the unpaid balance thereof, and (iii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 50,000 in excess thereof or the unpaid balance thereof, if less. The Borrower shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day’s irrevocable notice in writing the case of Alternate Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(ashall be applied ratably to the remaining principal installments thereof as the Borrower may elect. Each prepayment pursuant to this Section 2.8(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that however, each Lender prepayment shall receive its pro rata share be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay Loans any Borrowing, in whole or in part from time part, upon at least three Business Days' prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Paying Agent before 11:00 a.m., New York City time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal an amount that is an integral multiple of $1,000,000 and integral multiples not less than $10,000,000. (b) Optional prepayments of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan Term Loans shall be allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans and applied pro rata against the remaining scheduled installments of principal due in a minimum respect of the Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), respectively; provided, however, that the Borrower shall have the right under this Section and under Section 2.13 to prepay up to $336,000,000 in principal amount of $100,000 and integral multiples the installment of $100,000 in excess thereof. The Borrower shall give irrevocable notice Tranche A Term Loans due on September 15, 1999, without allocating any portion of such prepayment in writing to the Administrative Agent Tranche B Term Loans or any other installment of Tranche A Term Loans. (which c) Each notice of prepayment shall notify specify the Lenders thereof as soon as practicable)prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, irrevocable and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as commit the Borrower may elect; provided, that each Lender shall receive its pro rata share of any to prepay such prepayment based Borrowing by the amount stated therein on its Commitment Percentagethe date stated therein. All prepayments under this Section 2.7(a) 2.12 shall be subject to Section 2.17, 2.16 but otherwise without premium or penalty. Interest on the principal amount prepaid All prepayments under this Section 2.12 shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, accompanied by accrued interest on the principal amount being prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepaymentpayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereofSECTION 2.13.

Optional Prepayments. The Term Borrower shall have may, upon three Business Days' notice, as to Term LIBOR Loans, or one Business Day's notice, as to Term Base Rate Loans, to Administrative Agent (and Administrative Agent will promptly give notice to the right other Term Lenders) from time to time and without premium or penalty prepay Loans the Term Loans, in whole or in part from time part, so long as the aggregate amounts of all partial prepayments of principal on the Term Loans equals $5,000,000 or any higher integral multiple of $1,000,000. Notwithstanding the foregoing sentence, if Term Borrower shall prepay, in whole or in part, the Term Loans before the first anniversary of the initial advance of the Term Loans, voluntarily as provided in this subsection, Term Borrower shall pay to time; providedAdministrative Agent for the account of each Term Lender a prepayment premium (the "Prepayment Premium") in an amount equal to one percent (1.0%) of the amount of any such prepayment. Upon receipt of any notice described in the first sentence of this subsection, however, that Administrative Agent shall give each partial Term Lender prompt notice of the terms thereof. Each prepayment of Revolving Loans principal of a Term LIBOR Loan under this subsection shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this subsection shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereofaddition to, and each partial prepayment of a Swingline not in lieu of, all payments otherwise required to be paid under the Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice Documents at the time of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Company shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans any Base Rate Loan shall be in a minimum principal amount of (i) $1,000,000 100,000 and integral multiples of $100,000 in excess thereof, and (ii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof and (iii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower Company shall give irrevocable notice notify the Agent of such prepayment by written notice in writing the form of Exhibit 2.6(a) (a “Notice of Prepayment”). The Company shall give (x) three Business Days’ irrevocable notice in the case of LIBOR Rate Loans, (y) one Business Day’s irrevocable notice in the case of Base Rate Loans and (z) notice on the same Business Day on or prior to 3:00 p.m. in the case of Swingline Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower Company may elect; provided. Within the foregoing parameters, that each Lender prepayments under this Section 2.6(a) shall receive its pro rata share be applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.6(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right -------------------- to prepay repay Loans in whole or in part from time to time; provided, however, that each partial prepayment of U.S. Revolving Loans and Term Loans shall be in a minimum principal amount of $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess thereof, thereof and each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower Borrowers shall give three Business Days' irrevocable notice (a "Notice of such prepayment Payment") in writing the case of LIBOR Rate Loans and one Business Day's irrevocable notice in the case of Alternate Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). A form of such Notice of Prepayment is attached as Schedule 2.8. Subject to the foregoing terms, which notice that amounts prepaid under this Section 2.8(a) shall be at least: (i) three (3) Business Days prior applied as the Borrowers may elect; provided that if the Borrowers fail to specify the application of an optional prepayment then such prepayment shall be applied first to Revolving Loans and then pro rata to the proposed date remaining principal installments of prepayment the Term Loans, in the each case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior first to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior then to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.8(a) shall be subject to Section 2.172.18, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepayment. Amounts prepaid on the Swingline Loan and the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. The Company or the applicable Borrower shall have the right to prepay Loans in whole or in part may from time to time; provided, however, that each partial prepayment time and at any time upon at least one Business Day’s prior written notice repay or prepay without penalty or premium all or any part of Revolving Loans shall be outstanding Floating Rate Advances in a an aggregate minimum principal amount of $1,000,000 5,000,000 (or the Equivalent Amount) and in integral multiples of $100,000 1,000,000 (or the Equivalent Amount) in excess thereofthereof (unless Floating Rate Advances are prepaid in full). Fixed Rate Advances may be voluntarily repaid or prepaid prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04; provided that the applicable Borrower may not so prepay Fixed Rate Advances unless it shall have provided at least three Business Days’ prior written notice to the Administrative Agent of such prepayment. Each Borrower may, upon prior written notice to the Administrative Agent and each partial prepayment to the applicable Alternate Currency Lender as prescribed in the applicable Alternate Currency Addendum and specifying that it is prepaying all or a portion of a Swingline Loan shall be its Alternate Currency Loans, prepay its Alternate Currency Loans in a whole at any time, or from time to time in part in an aggregate minimum principal amount of $100,000 5,000,000 (or the Equivalent Amount ) and in integral multiples of $100,000 1,000,000 (or the Equivalent Amount) in excess thereofthereof (or as otherwise specified in the applicable Alternate Currency Addendum) by paying the principal amount to be paid together with all accrued and unpaid interest thereon to and including the date of payment; provided that any such payment occurring prior to the last day of any Interest Period related to such Alternate Currency Loan shall be subject to the indemnification provisions contained in Section 4.04. The Borrower Each such notice shall give irrevocable be irrevocable; provided that (A) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Loan Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in writing accordance with Section 2.06 and (B) a notice of prepayment of Term Loans pursuant to this Section 2.05(a) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days on or prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the specified date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof) if such condition is not satisfied.

Optional Prepayments. The Borrower shall have the right to prepay -------------------- Loans in whole or in part from time to time; provided, however, that each -------- ------- partial prepayment of Revolving Loans and Term Loans shall be in a minimum principal amount of $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess thereof, thereof and each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 (or if the outstanding principal balance of the Swingline Loans is less than $100,000, such lesser amount) and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Subject to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsforegoing terms, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, provided that each Lender shall receive its pro rata share if -------- the Borrower fails to specify the application of any an optional prepayment then such prepayment based on its Commitment Percentageshall be applied first to Revolving Loans and then pro --- rata to the remaining principal installments of the Term Loans, in each ---- case first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Swingline Loan and the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. (i) The Borrower Borrowers shall have the right to prepay repay Loans in whole or in part from time to time; provided, however, that each partial prepayment repayment of Revolving Loans a Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 500,000 in excess thereof. The Borrower Agent shall give three Business Days’ irrevocable(except as provided below) notice in the case of Eurodollar Rate Loans and same-day irrevocable (except as provided below) notice on any Business Day in the case of such prepayment in writing Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice notice, if delivered in connection with the refinancing of all the outstanding Loans, may be contingent upon the consummation of the transactions leading to such refinancing (and may be rescinded if such transactions have not consummated) but otherwise shall be at least: (i) three (3) Business Days prior irrevocable. Payments shall be applied ratably to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyremaining principal installments thereof as Borrowers may elect. Amounts prepaid All repayments under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a2.3(a) shall be subject to Section 2.172.3(c) and Section 3.10, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date interest payment date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment repayment is made hereunder through the date of prepaymentrepayment. Amounts prepaid on Within the Revolving foregoing parameters, prepayments under this Section shall be applied first to Base Rate Loans and Swingline Loans may to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be reborrowed in accordance with made by the terms hereofBorrower pursuant to Section 3.10.

Optional Prepayments. The Borrower shall have the right to prepay the Term Loan and repay the Revolving Loans and Swingline Loans in whole or in part from time to timetime as the Borrower may elect; provided, however, that each partial prepayment or repayment of (i) Revolving Loans and the Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, thereof and each partial prepayment of a (ii) Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereofthereof (or the remaining outstanding principal amount). The Borrower shall give at least three (3) Business Days’ (but not more than five (5) Business Days’) irrevocable notice of such prepayment in writing the case of LIBOR Rate Loans and at least one (1) Business Day’s (but not more than five (5) Business Days’) irrevocable notice in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loan, which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be (i) applied to the outstanding Loans as remaining amortization payments thereof in the inverse order of maturities and (ii) applied to the Term Loan held by the Term Loan Lenders in accordance with their respective Pro Rata Shares. To the extent the Borrower may elect; providedelects to repay the Revolving Loans and/or Swingline Loans, that each Lender amounts prepaid under this Section shall receive its pro rata share be applied to the Revolving Loans and/or Swingline Loans, as applicable of any such prepayment based on its Commitment Percentagethe Revolving Lenders in accordance with their respective Pro Rata Shares. All Within the foregoing parameters, prepayments under this Section 2.7(a) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.172.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrowers (or after the Conversion Date, the Term Borrower) may, upon at least five Business Days’ prior notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Term Loans, in the case of the Term Borrower shall have and the right to prepay Loans Convertible Loans, in the case of the Convertible Borrower, in whole or in part from part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any other amounts due at such time to timeunder any other Loan Document; provided, however, that if any prepayment of any Eurodollar Rate Loan is made by either Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); and, provided, further, that each partial prepayment of Revolving Loans shall be in a minimum principal an aggregate amount of not less than $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and or integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of Any such partial prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied as the applicable Borrower shall direct or, in the absence of such direction, first, pro rata to the outstanding principal amount of the Term Loans as until the Borrower may elect; providedTerm Loans shall have been prepaid in full and second, that each Lender to the outstanding principal amount of the Convertible Loans until the Convertible Loans shall receive its pro rata share have been prepaid in full. Upon the giving of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17notice of prepayment, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount Loans specified to be prepaid (and other amounts due) shall be become due and payable on any date that a prepayment is made hereunder through the date of specified for such prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of (i) a Revolving Loans Loan, the Initial Term Loan or the Delayed Draw Term Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, thereof (or the remaining outstanding principal amount) and each partial prepayment (ii) of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 25,000 in excess thereofthereof (or the remaining outstanding principal amount). The Borrower Company shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and same-day irrevocable notice on any Business Day in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a2.9(a) shall be applied to as directed by the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment PercentageCompany. All prepayments under this Section 2.7(a2.9(a) shall be subject to Section 2.172.9(d) and Section 2.18, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Alternate Base Rate Loans or LIBOR Rate Loans shall be in a minimum principal amount of $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess thereof, thereof and (ii) each partial prepayment of a Index Rate Loans or Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable written notice of such prepayment (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)) not later than 11:00 A.M. (Charlotte, which notice shall be at least: (iNorth Carolina time) three (3) Business Days prior to on the proposed date of the requested prepayment in the case of EURIBOR/LIBOR Alternate Base Rate Loans, Index Rate Loans denominated in Dollarsor Swingline Loans, (ii) one (1) and on the third Business Day prior to the proposed date of the requested prepayment in the case of Alternate Base LIBOR Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior Loans. Subject to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts foregoing terms, amounts prepaid under this Section 2.7(a2.5(a) shall be applied to the outstanding Loans as the Borrower may elect; provided. Within the parameters of the applications to Revolving Loans set forth above, that each Lender prepayments shall receive its pro rata share be applied first to Alternate Base Rate Loans, second to Index Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.5(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable (a) at the time of such prepayment with respect to LIBOR Rate Loans, along with any costs then due and payable under Section 2.15, and (b) with respect to Alternate Base Rate Loans, Index Rate Loans and Swingline Loans, on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount of any Alternate Base Rate Loans, Index Rate Loans or Swingline Loans prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower Borrowers shall have the right to prepay Loans the Term Loan in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline the Term Loan shall be in a minimum principal amount of $100,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess thereofthereof (or the remaining outstanding principal amount) and (ii) upon the prepayment of any such amount, Collateral having a Collateral Value equal to such prepayment, as selected by the Borrowers and approved by the Administrative Agent, shall be released on a dollar-for-dollar basis; provided that no Mortgaged Property shall be required to be partially released in order to comply with the foregoing dollar-for-dollar reduction. The Borrower Borrowers shall give three Business Days’ irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which ) by 11:00 A.M. on the date notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyis given. Amounts prepaid under this Section 2.7(a) shall be (i) applied ratably to the outstanding remaining principal installments thereof and (ii) applied first to Alternate Base Rate Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.172.13, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans Term Loan may not be reborrowed in accordance with the terms hereofreborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Revolving Alternate Base Rate Loans or LIBOR Rate Loans shall be in a minimum principal amount of $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess thereof, thereof and (ii) each partial prepayment of a Swingline Loan Index Rate Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable written notice of such prepayment (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)) not later than 11:00 A.M. (Charlotte, which notice shall be at least: (iNorth Carolina time) three (3) Business Days prior to on the proposed date of the requested prepayment in the case of EURIBOR/LIBOR Alternate Base Rate Loans denominated in Dollarsor Index Rate Loans, (ii) one (1) and on the third Business Day prior to the proposed date of the requested prepayment in the case of Alternate Base LIBOR Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior Loans. Subject to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts foregoing terms, amounts prepaid under this Section 2.7(a2.5(a) shall be applied to the outstanding Loans as the Borrower may elect; provided. Within the parameters of the applications set forth above, that each Lender prepayments shall receive its pro rata share be applied first to Alternate Base Rate Loans, second to Index Rate Loans and then to LIBOR Rate Loans in direct order of any such prepayment based on its Commitment PercentageInterest Period maturities. All prepayments under this Section 2.7(a2.5(a) shall be subject to Section 2.172.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable (a) at the time of such prepayment with respect to LIBOR Rate Loans, along with any costs then due and payable under Section 2.15, and (b) with respect to Alternate Base Rate Loans and Index Rate Loans, on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount of any Alternate Base Rate Loans or Index Rate Loans prepaid shall be due and payable on any date that a prepayment is made hereunder through to the date of prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; providedPROVIDED, howeverHOWEVER, that each partial prepayment of Revolving (i) that portion of the Term Loan that consists of Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof, (ii) that portion of the Term Loan that consists of LIBOR Rate Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 500,000 in excess thereof, thereof and (iii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 50,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Revolving Loans or the Term Loan as the Borrower may elect; provided, that each voluntary prepayment of the Term Loan shall be applied (1) first, to the Term Loan amortization payments set forth in Section 2.2(b) that are scheduled to occur in the following 12 months in direct order of maturity, (2) second, to the remaining Term Loan amortization payments set forth in Section 2.2(b) in inverse order of maturity until paid in full; PROVIDED, FURTHER, that each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan Loans not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loan may not be reborrowed.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans and Term Loans shall be in a minimum principal amount of $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess thereof, thereof and each partial prepayment of a Swingline Loan Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of such prepayment LIBOR Rate Loans and one Business Day's irrevocable notice in writing the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior . Subject to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsforegoing terms, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, provided that each Lender if the Borrower fails to specify the application of an optional prepayment then such prepayment shall receive its be applied first to Revolving Loans and then pro rata share to the remaining principal installments of any such prepayment based on its Commitment Percentagethe Term Loans, in each case first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Swingline Loan and the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.