Optional Payments; Mandatory Prepayments. Optional Payments. The Borrowers may from time to time and at any time, upon notice to the Administrative Agent, repay or prepay, without penalty or premium, all or any part of outstanding Floating Rate Advances in an aggregate minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. Eurocurrency 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 4.4, in an aggregate minimum amount of $5,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in integral multiples of $1,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that no Borrower may so prepay Eurocurrency Rate Advances unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment if the Advance subject to such prepayment is denominated in Dollars and four (4) Business Days’ prior written notice to the Administrative Agent if the Advance subject to such prepayment is denominated in an Agreed Currency other than Dollars.

Optional Payments; Mandatory Prepayments. Optional Payments. The Borrowers may from time to time and at any time, upon notice to the Administrative Agent, repay or prepay, without penalty or premium, all or any part of outstanding Floating Rate Advances in an aggregate minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. Eurocurrency 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[Section 4.4,4], in an aggregate minimum amount of $5,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in integral multiples of $1,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that no Borrower may so prepay Eurocurrency Rate Advances unless it shall have provided at least three (3) Business Days’Days’ prior written notice to the Administrative Agent of such prepayment if the Advance subject to such prepayment is denominated in Dollars and four (4) Business Days’Days’ prior written notice to the Administrative Agent if the Advance subject to such prepayment is denominated in an Agreed Currency other than Dollars. Optional payments or prepayments of the Advances shall be made (subject to [Section 4.4]) without penalty or premium, and shall be applied to Revolving Loans or Term Loans as directed by the Company.

Optional Payments; Mandatory Prepayments. Optional Payments. The Borrowersaggregate amount of ​ or higher integral multiples of ​, any portion of the outstanding Floating Rate Advances comprised of Term Loans upon two Business Days’ prior notice to the Administrative Agent. Any Borrower may from time to time and at any time, upon noticeprepay, subject to the Administrative Agent, repay or prepay,payment of any funding indemnification amounts required by [Section 3.3] but without penalty or premium, all or any partoutstanding Eurocurrency Advances comprised of outstanding Floating Rate AdvancesRevolving Loans to such Borrower or, in anthe aggregate minimum amount of $5,​ or a higher integral multiple of 1,000,000 and in integral multiples of $1,000,000 in excess thereof. Eurocurrency Rate Advances may be voluntarily repaid or prepaid prior to the last dayunits of the applicable Interest Period, subjectAgreed Currency, any portion of the outstanding Eurocurrency Advances comprised of Revolving Loans to the indemnification provisions contained in Section 4.4, in an aggregate minimum amount of $5,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in integral multiples of $1,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that nosuch Borrower may so prepay Eurocurrency Rate Advances unless it shall have provided at leastupon three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment if the AdvanceAgent. The Company may from time to time prepay, subject to such prepayment is denominatedthe payment of any funding indemnification amounts required by [Section 3.3] but without penalty or premium, all outstanding Eurocurrency Advances comprised of Term Loans or, in Dollars and four (4)the aggregate amount of ​ or a higher integral multiple of ​, any portion of the outstanding Eurocurrency Advances comprised of Term Loans upon three Business Days’ prior written notice to the Administrative Agent ifAgent. Any notice by a Borrower in respect of a prepayment under this Section may be conditioned upon the Advance subject to such prepayment is denominated in an Agreed Currency other than Dollars.consummation of replacement financing.

Section # Optional Payments; Mandatory Prepayments. OptionalPrincipal Payments. The BorrowersEach Borrower may from time to time and at any time, upon notice to the Administrative Agent, repay or prepay,pay, without penalty or premium, all or any part of outstanding Floating Rate AdvancesAdvances, or, in ana minimum aggregate minimum amount of $5,000,000 and inor any integral multiplesmultiple of $1,000,000 in excess thereof. Eurocurrencythereof, any portion of the outstanding Floating Rate Advances may be voluntarily repaid or prepaidAdvances, upon one Business Day’s prior notice to the last day of the applicable Interest Period,Agent. Each Borrower may from time to time pay, subject to the payment of any funding indemnification provisions containedamounts required by Section 3.4 but without penalty or premium, all outstanding Eurocurrency Ratable Advances, or, in Section 4.4, in ana minimum aggregate minimum amount of $5,$10,000,000 or any integral multiple of $1,000,000 in excess thereof (or the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in integral multiples, any portion of $1,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that no Borrower may so prepayoutstanding Eurocurrency RateRatable Advances unless it shall have provided at leastupon three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment if the Advance subject to such prepayment is denominated in Dollars and four (4) Business Days’Agent. A Competitive Bid Loan may not be paid prior written notice to the Administrative Agent iflast day of the Advance subject to such prepayment is denominated in an Agreed Currency other than Dollars.applicable Interest Period.

Section # Optional Payments; Mandatory Prepayments. OptionalPrincipal Payments. The BorrowersEach Borrower may from time to time and at any time, upon notice to the Administrative Agent, repay or prepay,pay, without penalty or premium, all or any part of outstanding Floating Rate AdvancesAdvances, or, in ana minimum aggregate minimum amount of ​ and inor any integral multiplesmultiple of ​ in excess thereof.thereof, any portion of the outstanding Floating Rate Advances, upon one Business Day’s prior notice to the Agent. Each Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by [Section 3.4] but without penalty or premium, all outstanding Eurocurrency RateRatable Advances, or, in a minimum aggregate amount of ​ or any integral multiple of ​ in excess thereof (or the Dollar Equivalent thereof, if denominated in an Agreed Currency other than Dollars), any portion of the outstanding Eurocurrency Ratable Advances upon three Business Days’ prior notice to the Agent. A Competitive Bid Loan may not be voluntarily repaid or prepaidpaid prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in [Section 4.4], in an aggregate minimum amount of ​ (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in integral multiples of ​ (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that no Borrower may so prepay Eurocurrency Rate Advances unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment if the Advance subject to such prepayment is denominated in Dollars and four (4) Business Days’ prior written notice to the Administrative Agent if the Advance subject to such prepayment is denominated in an Agreed Currency other than Dollars.Period.

Optional Payments; Mandatory Prepayments. OptionalPrincipal Payments. The BorrowersBorrower may from time to time and atpay on any time,Business Day, without penalty or premium, all outstanding Floating Rate Advances, or, in the amount of ​ or a higher integral multiple of ​, any portion of the outstanding Floating Rate Advances upon notice to the Administrative Agent, repay or prepay,Agent (not later than ​) on the proposed day of payment. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by [Section 3.4] but without penalty or premium, all or any part of outstanding Floating RateEurodollar Advances or, in an aggregate minimumthe amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. Eurocurrency Rate Advances may be voluntarily repaid or prepaid prior to​ (or, if less, the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.4, in an aggregate minimumoutstanding amount of $5,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and inany Eurodollar Advance) or a higher integral multiplesmultiple of $1,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that no Borrower may so prepay Eurocurrency Rate Advances unless it shall have provided at least three (3)​, any portion of any outstanding Eurodollar Advance upon two Business Days’ prior written notice to the Administrative Agent of such prepayment if the Advance subject to such prepayment is denominated in Dollars and four (4) Business Days’ prior written notice to the Administrative Agent if the Advance subject to such prepayment is denominated in an Agreed Currency other than Dollars.Agent.

Optional Payments; Mandatory Prepayments. Optional Payments. The Borrowers may from timeSubject to time and at any time, upon noticepayments required pursuant to the Administrative Agent, repay or prepay, without penalty or premium,terms of Article VIII for such Euro-Dollar Borrowing, the Borrower may, upon at least one (1) Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any partportion of outstanding Floating Rate Advances in an aggregate minimumthe principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. Eurocurrency Rate Advances may be voluntarily repaid or prepaidany Euro-Dollar Borrowing prior to the last day ofmaturity thereof, by paying the applicable Interest Period, subjectprincipal amount to be prepaid together with such payments required pursuant to the indemnification provisions containedterms of Article VIII; provided, that, so long as the proceeds of such prepayment are received by Administrative Agent prior to 12:00 P.M. (Eastern Time) (or such later time as agreed to in Section 4.4, in an aggregate minimum amount of $5,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in integral multiples of $1,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that no Borrower may so prepay Eurocurrency Rate Advances unless it shall have provided at least three (3) Business Days’writing by Administrative Agent), prior written notice may be given the same day as such prepayment. Each such optional prepayment shall be applied to prepay ratably the Administrative AgentEuro-Dollar Advances of the several Lenders included in such prepayment if the Advance subject to such prepayment is denominated in Dollars and four (4) Business Days’ prior written notice to the Administrative Agent if the Advance subject to such prepayment is denominated in an Agreed Currency other than Dollars.Euro-Dollar Borrowing.

Optional Payments; Mandatory Prepayments. Optional Payments. The Borrowers may from timeSubject to time and at any time, upon noticepayments required pursuant to the Administrative Agent, repay or prepay, without penalty or premium,terms of Article VIII for such Euro-Dollar Borrowing, the Borrower may, upon at least one (1) Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any partportion of outstanding Floating Rate Advances in an aggregate minimumthe principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. Eurocurrency Rate Advances may be voluntarily repaid or prepaidany Euro-Dollar Borrowing prior to the last day ofmaturity thereof, without premium or penalty (except for payments under [Section 8.05], if any), by paying the applicable Interest Period, subjectprincipal amount to be prepaid together with such payments required pursuant to the indemnification provisions containedterms of Article VIII; provided, that, so long as the proceeds of such prepayment are received by Administrative Agent prior to 12:00 P.M. (Eastern Time) (or such later time as agreed to in Section 4.4, in an aggregate minimum amount of $5,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in integral multiples of $1,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that no Borrower may so prepay Eurocurrency Rate Advances unless it shall have provided at least three (3) Business Days’writing by Administrative Agent), prior written notice may be given the same day as such prepayment. Each such optional prepayment shall be applied to prepay ratably the Administrative AgentEuro-Dollar Advances of the several Lenders included in such prepayment if the Advance subject to such prepayment is denominated in Dollars and four (4) Business Days’ prior written notice to the Administrative Agent if the Advance subject to such prepayment is denominated in an Agreed Currency other than Dollars.Euro-Dollar Borrowing.

Optional Payments; Mandatory Prepayments. Optional Payments. The BorrowersAny Borrower may from time to time and at any time, upon notice to the Administrative Agent, repay or prepay, without penalty or premium, all or any part of outstanding Floating Rate Advances comprised of Revolving Loans to such Borrower or, in an aggregate minimum amount of $5,000,000 and in​ or higher integral multiples of $1,000,000​ (and in excess thereof. Eurocurrency Rate Advances may be voluntarily repaid or prepaid prior to the last daycase of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.4,Swingline Loans in an aggregate minimum amount of $5,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in​ or higher integral multiples of $1,000,000 (or​), any portion of the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that no Borrower may so prepay Eurocurrencyoutstanding Floating Rate Advances unless it shall have provided at least three (3)comprised of Revolving Loans to such Borrower # upon two Business Days’ prior written notice to the Administrative Agent and # in the case of such prepayment if the Advance subject to such prepayment is denominated in Dollars and four (4) Business Days’ prior writtenof a Swingline Loan, upon notice to the Administrative Agent ifSwingline Lender not later than ​, Local Time on the Advance subjectdate of prepayment. The Company may from time to such prepayment is denominatedtime prepay, without penalty or premium, all outstanding Floating Rate Advances comprised of Term Loans or, in an Agreed Currency other than Dollars.

SECTION # Prepayments of Advances. (a) Optional. The Borrowers may from time to time and at any time,Borrower may, upon notice at least three Business Days’ prior to the Administrative Agent, repay or prepay, without penalty or premium, all or anydate of such prepayment, in the case of Eurodollar Rate Advances, and not later than 12:00 noon (New York City time) on the date of such prepayment, in the case of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of outstanding Floating Ratethe same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that # each partial prepayment of Advances shall be in an aggregate minimumprincipal amount of ​ and in integral multiples of ​not less than $10,000,000 or a Borrowing Multiple in excess thereof. Eurocurrency Rate Advances may be voluntarily repaid or prepaid prior tothereof, and # in the last dayevent of the applicable Interest Period, subject to the indemnification provisions contained in [Section 4.4], in an aggregate minimum amount of ​ (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in integral multiples of ​ (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that no Borrower may so prepay Eurocurrency Rate Advances unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent ofany such prepayment ifof a Eurodollar Rate Advance, the Advance subjectBorrower shall be obligated to such prepayment is denominatedreimburse the Lenders in Dollars and four (4) Business Days’ prior written noticerespect thereof pursuant to the Administrative Agent if the Advance subject to such prepayment is denominated in an Agreed Currency other than Dollars.[Section 8.04(c)].