Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Euro-Dollar Borrowing to Section 2.142.13, the Borrower may (i) Company may, upon at least one Domestic Business Day's notice to the Agent, prepay any the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate or the Canadian Prime Rate, as the case may be, pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Currency Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or C$5,000,000 or any larger multiple of $1,000,0005,000,000 or C$5,000,000, as the case may be, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in subsection (a) above or Section 2.12(a)8.02, the Borrower Company may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the BorrowerCompany.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Euro-Dollar Borrowing to Section 2.142.13, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, prepay any the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate Rate, pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,0005,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in subsection (a) above or Section 2.12(a)8.02, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Loan to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's ’s notice to the Servicing Agent, prepay any Group of Domestic Loans consisting of Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Servicing Agent, prepay any Group of Loans consisting of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Servicing Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Euro-Dollar Loans to Section 2.142.13, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.01(b)(ii)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 15,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's ’s notice to the Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,0005,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)8.02, the Borrower may not prepay all or any portion of the principal amount of any Money Market Fixed Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Euro-Dollar Loans to Section 2.14, the Borrower may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Euro-Dollar Loans to Section 2.14, the Borrower may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Euro-Dollar Borrowing to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the AgentAdministrative Agent not later than 11:30 A.M. (New York City time) on the date of such prepayment, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) 8.01 or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, 1,000,000 by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), subsection (a) above the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such Bank's Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Loan to Section 2.142.15, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), subsection 2.13(a) above the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or ), (ii) upon at least three Domestic Business Days' notice to the Agent, subject to Section 2.13, prepay any Group of CD Loans and (iii) upon at least three Euro-Dollar Business Days' notice to the Agent, subject to Section 2.13, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to but not including the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a2.11(a)(i), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such once notice is so given to the Banks, the Borrower's notice of prepayment shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the AgentAgent not later than 11:00 A.M. (New York City time) on the date of such prepayment, prepay any a Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case Loans in whole at any time, or from time to time in part in amounts aggregating $10,000,000 1,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. . (b) The Borrower may, upon at least three Domestic Business Days' notice to the Agent, in the case of a Group of CD Loans, or upon at least three Euro-Dollar Business Days' notice to the Agent, in the case of a Group of Euro-Dollar Loans, prepay the Loans comprising such Group in whole at any time, or from time to time in part in amounts aggregating $1,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment; provided that the Borrower shall reimburse each Bank for any loss or expense incurred by it as a result of any such prepayment in accordance with Section 2.14. (c) Each such optional prepayment of all or part of a Group of Loans pursuant to this Section 2.12 shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Group. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (cd) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, Administrative Agent not later than 10:30 A.M. (New York City time) on any Domestic Business Day prepay on such Domestic Business Day any Group of Domestic Loans (Base Rate Loans, any Swingline Borrowing or any Money Market Bid Rate Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or and (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, Administrative Agent not later than 10:30 A.M. (New York City time) prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentprepayment and together with any additional amounts payable pursuant to Section 2.14. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section subsection 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Bid Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or ), (ii) upon at least three Domestic Business Days' notice to the Agent, subject to Section 2.13, prepay any CD Borrowing and (iii) upon at least three Euro-Dollar Business Days' notice to the Agent, subject to Section 2.13, prepay any Group of Euro-Dollar LoansBorrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a2.11(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, Administrative Agent not later than 10:30 A.M. (New York City time) on any Domestic Business Day prepay on such Domestic Business Day any Group of Domestic Base Rate Loans (or any Money Market Bid Rate Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or and (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, Administrative Agent not later than 10:30 A.M. (New York City time) prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentprepayment and together with any additional amounts payable pursuant to Section 2.14. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section subsection 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Bid Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.142.12, the Borrower may (i) upon at least one Domestic Business Day's ’s notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Competitive Bid Borrowing). (b) Except as provided in Section 2.12(a)2.10(a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to before the maturity thereof. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one 1 Domestic Business Day's ’s notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case Borrowing in whole at any time, or from time to time in part in amounts aggregating at least $10,000,000 1,000,000, or any larger multiple of $1,000,000500,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks included in such Group of Loans (or such Money Market Base Rate Borrowing). (b) Except as provided in Section 2.12(a)8.02, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan or any Money Market Loan prior to the maturity thereoflast day of an Interest Period applicable thereto, unless such prepayment is accompanied by the amount due with respect thereto under Section 8.05(a). (c) The Borrower may prepay any Swing Line Loan in whole at any time, or from time to time in part in amounts aggregating at least $100,000 or any larger multiple thereof by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (d) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14Each Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing LIBOR Loans bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) or, subject to Section 2.13 and upon at least three Euro-Dollar Currency Business Days' notice to the Agent, prepay any Group of CD or Euro-Dollar Loans, in each case Currency Loans in whole at any time, or from time to time in part in amounts aggregating $10,000,000 50,000,000 (or the Approximate Equivalent Amount thereof) or any larger multiple of $1,000,0001,000,000 (or the Approximate Equivalent Amount thereof), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Group. No Borrower may not prepay all or any portion of the principal amount of any Money Market Loan (other than a Money Market LIBOR Loan bearing interest at the Base Rate pursuant to Section 8.01(a)) prior to the maturity thereof. (cb) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the any Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.142.13, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)8.01) , (ii) upon at least two Domestic Business Days' notice to the Agent, prepay any Group of CD Loans or (iiiii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)2.11(a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to before the maturity thereof. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Euro-Dollar Borrowing to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the AgentAgent not later than 11:30 A.M. (New York City time) on the date of such prepayment, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, 1,000,000 by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), subsection (a) above the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans to Section 2.14, the Borrower may may, (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.01)) , or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,000, 5,000,000 by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to before the maturity thereof. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or ), (ii) upon at least three Domestic Business Days' notice to the Agent, subject to Section 2.13, prepay any CD Borrowing and (iii) upon at least three Euro-Dollar Business Days' notice to the Agent, subject to Section 2.13, prepay any Group of Euro-Dollar LoansBorrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 15,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a2.11(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' ’ prior notice to the AgentAdministrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay any Group the outstanding principal amount of Euro-Dollar the Term Loans, in each case whole or in whole at any timepart, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurodollar Rate Loan is made by the Borrower other than on the last day of an Interest Period for such Term Loan, the Borrower shall also pay any amounts owing pursuant to Section 2.12(e) (Breakage Costs); and, provided, further, that each partial prepayment shall be in an aggregate amount not less than $1,000,000 or integral multiples of $500,000 in excess thereof and that any such partial prepayment shall be applied to prepay reduce ratably the Loans remaining installments of such outstanding principal amount of the several Banks included Term Loans in the stated order of their maturities. Upon the giving of such Group notice of prepayment, the principal amount of the Term Loans (or specified to be prepaid shall become due and payable on the date specified for such Money Market Borrowing)prepayment. (b) Except as provided in Section 2.12(a), the The Borrower may not shall have no right to prepay all or any portion of the principal amount of any Money Market Term Loan prior to the maturity thereofother than as provided in this Section 2.6. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's ’s notice to the Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,0005,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Sections 2.18 and 8.02, and subject to Section 2.12(a)2.13, the Borrower may not prepay all or any portion of the principal amount of any Money Market Fixed Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Euro-Dollar Borrowing to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the AgentAgent not later than 11:30 A.M. (New York City time) on the date of such prepayment, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), subsection (a) above the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,0005,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)8.02, the Borrower may not prepay all or any portion of the principal amount of any Money Market Fixed Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Euro-Dollar Borrowing to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar LoansBorrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans Base -------------------- Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three one Domestic Business Day's notice to the Agent or, subject to Section 2.13, prepay any Euro-Dollar Currency Borrowing upon at least two Euro-Currency Business Days' notice to the Agent, prepay in any Group of Euro-Dollar Loans, in each such case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 (or the Approximate Equivalent Amount thereof) or any larger multiple of $1,000,0001,000,000 (or the Approximate Equivalent Amount thereof), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the . The Borrower may not prepay all or any portion of the principal amount of any Money Market Loan (other than a Money Market LIBOR Loan bearing interest at the Base Rate pursuant to Section 8.01(a)) prior to the maturity thereof. (cb) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any the Group of Domestic Base Rate Loans of any Class (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least (x) in the case of CD Loans, one Domestic Business Day's notice to the Administrative Agent and (y) in the case of Euro-Dollar Loans, three Euro-Dollar Business Days' notice to the Administrative Agent, and subject, in each case, to Section 2.14, prepay any Group of Euro-Dollar LoansFixed Rate Loans of any Class, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment of a Group of Loans shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Group. (b) Except as provided in subsection (a) of this Section 2.12(a)2.11, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereofthereof without the consent of the Bank holding such Loan. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject Subject, in the case of Fixed Rate Loans Euro-Dollar Loans, to Section 2.142.13, the Borrower may (i) may, upon at least one Domestic Business Day's same day written notice to the Administrative Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) Loans or, upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part part, without premium or penalty, in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be (i) applied (A) first, to the next two scheduled amortization payments on the Loans and (B) thereafter, to the remaining amortization payments on the Loans on a ratable basis among all such remaining amortization payments based on the principal amounts thereof and (ii) applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Banks. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank with Loans outstanding of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may upon (i) upon at least one the same Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.1(a)) or (ii) upon at least three Euro-Dollar Domestic Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar LoansBorrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentprepayment and in the case of a prepayment of a Money Market Borrowing or a Euro-Dollar Borrowing, together with compensation therefor pursuant to Section 2.13. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic (1) Business Day's ’s notice to the Administrative Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($10,000,000 1,000,000) or any larger multiple of One Hundred Thousand Dollars ($1,000,000100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) The Borrower may, upon at least one (1) Business Days’ notice to the Administrative Agent, prepay all or any portion of any Euro-Dollar Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 2.12(a)8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all or any portion of the principal amount of any Money Market Euro-Dollar Loan prior to the maturity thereofend of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least three (3) Business Days notice to the Administrative Agent. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. (c) Upon receipt Subject to the provisions of a notice of prepayment Section 2.3, any amounts so prepaid pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share Section 2.11(a) or (if anyb) of such prepayment and such notice shall may not thereafter be revocable by the Borrowerreborrowed.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Borrowing to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)9.1) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger whole multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), subsection (a) above the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or ), (ii) upon at least three Domestic Business Days' notice to the Agent, subject to Section 2.13, prepay any Group of CD Loans and (iii) upon at least three Euro-Dollar Business Days' notice to the Agent, subject to Section 2.13, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to but not including the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a2.11(a)(i), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.of

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Term Benchmark Loan to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's ’s notice to the Servicing Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the consisting of Base Rate pursuant to Section 8.01(a)) Loans or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Servicing Agent, prepay any Group of Euro-Dollar Loans consisting of Term Benchmark Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Servicing Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Term Benchmark Loan to Section 2.142.15, the Borrower may (i) may, upon at least one Domestic Business Day's ’s notice to the Servicing Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) Borrowing or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Servicing Agent, prepay any Group of Euro-Dollar LoansTerm Benchmark Borrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this SectionSection 2.12, the Servicing Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower; provided that any such notice 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, or the effective date of such prepayment may be extended, by the Borrower (by notice to the Servicing Agent on or prior to the specified prepayment date) if such condition is not satisfied.

Optional Prepayments. Subject to Section 4.05, any Borrower may, at any time or from time to time, upon not less than two Business Days’ irrevocable notice to the Agent (which notice may be conditioned upon the consummation of replacement financing or another transaction), in respect of any Term SOFR Loans or any Alternative Currency Loans, and in respect of Base Rate Loans, by not later than 10:30 a.m. (local time) on the prepayment date, prepay Loans in whole or in part, in an aggregate minimum amount that is (a) Subject not less than the Dollar Equivalent of $5,000,000 (or such lesser amount agreed to by the Agent), and (b) a higher integral multiple of 500,000 units of the Applicable Currency. Such notice of prepayment shall specify the date and amount of such prepayment, which Loans are to be prepaid and the Class(es) and Type(s) of such Loans to be prepaid and, in the case of Fixed Rate Loans a prepayment of Add-On Term Loans, the installments to which such prepayment shall be applied. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender’s Percentage of such prepayment, subject to Section 2.143.12, if applicable. If such notice is given by any Borrower, such Borrower shall make such prepayment and the Borrower may (i) upon at least one Domestic Business Day's payment amount specified in such notice shall be due and payable on the date specified therein, together, in the case of Term SOFR Loans and Alternative Currency Loans, with accrued interest to each such date on the Agent, prepay amount prepaid and any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate amounts required pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)4.05. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Euro-Dollar Loans to Section 2.14, the Borrower may (i) upon at least one Domestic Business Day's ’s notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Borrowing to Section 2.14, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, Administrative Agent not later than 11:00 A.M. (New York City time) on any Domestic Business Day prepay on such Domestic Business Day any Group of Domestic Base Rate Loans (or any Money Market Bid Rate Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or and (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, Administrative Agent not later than 11:00 A.M. (New York City time) prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section subsection 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Bid Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.142.12, the Borrower may (i) upon at least one Domestic Business Day's ’s notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Competitive Bid Borrowing). (b) Except as provided in Section 2.12(a)2.10(a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to before the maturity thereof. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such Bank's Lender’s ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Euro-Dollar Loans to Section 2.142.11, the Borrower may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) Loans of any Class or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar LoansLoans of any Class, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 1,000,000 in the case of Term Loans or $500,000 in the case of Revolving Loans or in each case any larger multiple of $1,000,000100,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Borrowing)Loans. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank applicable Lender of the contents thereof and of such BankLender's ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject to Section 2.13 in the case of Fixed Rate Loans to Section 2.14Loans, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (Loans, or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent8.01, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,0001,000,000 (based on the Dollar Amount thereof, in the case of a Borrowing denominated in an Alternative Currency), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except ; provided that, except as expressly provided in Section 2.12(a)above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. (cb) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) -------------------- upon at least one Domestic Business Day's Days' notice to the Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or or, subject to Section 2.13, any CD Borrowing and (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, subject to Section 2.13, prepay any Group of Euro-Dollar LoansBorrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)clause (i) of subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans to Section 2.142.13, the Borrower may may, (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.01), (ii) upon at least two Domestic Business Days' notice to the Administrative Agent, prepay any Group of CD Loans or (iiiii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,000, 5,000,000 by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)2.11 (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to before the maturity thereof. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Borrowing to Section 2.142.13, the Borrower may (i) may, in the case of any CD Borrowing, upon at least one three Domestic Business Day's Days' notice to the Agent, prepay such CD Borrowing, or, in the case of any Group of other Domestic Loans Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) ), upon at least one Domestic Business Day's notice to the Agent, prepay such other Domestic Borrowing, or (ii) in the case of any Euro-Dollar Borrowing, upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Euro- Dollar LoansBorrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a2.11(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. Upon notice, given not later than 11:00 a.m. (aNew York City time) Subject on the date of a proposed prepayment for Base Rate Loans and on the third Business Day prior to the date of such prepayment for Eurodollar Rate Loans, each Borrower may, and if such notice is given such Borrower shall, prepay the outstanding principal amounts of the Loans constituting part of the 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 (i) each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, the aggregate amount of all Loans constituting the same Borrowing), and (ii) in the case of Fixed any such prepayment of a Eurodollar Rate Loans Loan, such Borrower shall be obligated to Section 2.14, reimburse the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate Banks in respect thereof pursuant to Section 8.01(a8.04(b)) . Except as provided in this Section 2.06 or (ii) upon at least three Euro-Dollar Business Days' notice Section 2.11, no Borrower shall have any right to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount of any Loans. Subject to be prepaid together with accrued interest thereon Section 8.11, each prepayment pursuant to the date of prepayment. Each such optional prepayment this Section 2.06 shall be applied to prepay ratably the Loans of made to such Borrower ratably among the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity accordance with their respective portions thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), (ii) upon at least three Domestic Business Days' notice to the Agent, prepay any Group of CD Loans or (iiiii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger integral multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. In connection with any such prepayment of Loans (or such Money Market Borrowing)any Fixed Rate Loan, the Borrower shall comply with the provisions of Section 2.14. (b) Except as provided in Section 2.12(a)subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Borrowing to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)8.1) or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Group. (b) Except as provided in Section 2.12(a)subsection (a) above, the no Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate any Group of Eurodollar Loans to Section 2.142.21, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)2.19) or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Eurodollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Borrowing)Group. (b) Except as provided in Section 2.12(a)with the consent of the Lender making such Loan, the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan (other than a Competitive Bid Loan that bears interest at the Base Rate) prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such BankLender's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case Loans in whole at any time, or from time to time in part in amounts aggregating $10,000,000 50,000,000 or any larger multiple of $1,000,0005,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided The Borrower may, upon at least three Euro-Dollar Business Days' notice to the Agent, in Section 2.12(a)the case of a Group of Euro-Dollar Loans, prepay the Borrower may not prepay all Loans comprising such a Group on the last day of any Interest Period applicable to such Group, in whole at any time, or from time to time in part in amounts aggregating $50,000,000 or any portion larger multiple of $5,000,000, by paying the principal amount of any Money Market Loan prior to be prepaid together with accrued interest thereon to the maturity thereofdate of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate any Group of Eurodollar Loans to Section 2.142.15, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) Loans or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Eurodollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Borrowing)Group. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal The amount of any Money Market Loan prior optional prepayment pursuant to this Section 2.09 shall be applied to subsequent scheduled amortization of the maturity thereofLoans ratably. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such BankLender's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Company may, the Borrower may upon at least (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay in the case of the Group of Base Rate Loans, (ii) two Domestic Business Days' notice to the Administrative Agent in the case of any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base CD Rate pursuant to Section 8.01(a)) Loans, or (iiiii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay in the case of any Group of Euro-Dollar Loans, in each case prepay the Loans comprising such Group of Loans, in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest and facility fees accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or Loans. In connection with any such Money Market Borrowing)prepayment of Fixed Rate Loans, the Company shall comply with the provisions of Section 2.11, if applicable. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such BankLender's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the BorrowerCompany.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Money Market Borrowing to Section 2.142.12, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.1)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to before the maturity thereof. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Euro-Dollar Loan to Section 2.142.13, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Loans Base Rate Loan (or any Money Market Borrowing Loan bearing interest at the Base Rate pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)2.11(a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to before the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Borrowing to Section 2.14, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, Senior Managing Agent not later than 11:00 A.M. (New York City time) on any Domestic Business Day prepay on such Domestic Business Day any Group of Domestic Base Rate Loans (or any Money Market Bid Rate Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or and (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, Senior Managing Agent not later than 11:00 A.M. (New York City time) prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section subsection 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Bid Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Senior Managing Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans Base Rate Rorrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)8.02, the Borrower may not prepay all or any portion of the principal amount of any Money Market Fixed Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.142.13, the Borrower may (i) upon at least one Domestic Business Day's ’s notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Prime Rate pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger integral multiple of $1,000,0005,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Competitive Bid Borrowing). (b) Except as provided in Section 2.12(a)2.11(a) or 2.17, the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to before the maturity thereof. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such Bank's Lender’s ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.142.13, the Borrower may (i) upon at least one Domestic Business Day's Days notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Prime Rate pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Business Days' Days notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger integral multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Competitive Bid Borrowing). (b) Except as provided in Section 2.12(a)2.11(a) or 2.17, the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to before the maturity thereofthereof without the express written consent of the Lender making such Loan. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such Bank's Lender’s ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Borrowing to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Servicing Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Servicing Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), subsection (a) above the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Servicing Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one 1 Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating at least (i) in the case of Syndicated Loans which are Base Rate Loans, $10,000,000 2,000,000 or any larger multiple of $1,000,000, (ii) in the case of Syndicated Loans which are Fixed Rate Loans, $5,000,000 or any larger multiple of $1,000,000, and (iii) in the case of Swing Loans, $100,000, in each case by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, and, in the case of Fixed Rate Loans, any amounts payable pursuant to Section 8.05(a) as a result of such prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans or Fixed Rate Loans, as applicable, of the several Banks Banks, or of Wachovia, in the case of Swing Loans, included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this SectionSection 2.10, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice notice, once received by the Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one 1 Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case Borrowing made by such Borrower in whole at any time, or from time to time in part in amounts aggregating at least $10,000,000 1,000,000, or any larger multiple of $1,000,000500,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks included in such Group of Loans (or such Money Market Base Rate Borrowing). (b) Except as provided in Section 2.12(a), the The Borrower may not prepay in minimum amount of $1,000,000 (or any larger multiple of $500,000, or any lesser amounts equal to the outstanding balance of such Loan) all or any portion of the principal amount of any Fixed Rate Loan or any Money Market Loan on the last day of any Interest Period applicable to such Fixed Rate Loan or Money Market Loan and, subject to any payment required pursuant to Section 8.05 and upon 3 Domestic Business Days' prior written notice, on any other day prior to the maturity thereoflast day of any such Interest Period. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, Administrative Agent not later than 11:00 A.M. (New York City time) on any Domestic Business Day prepay on such Domestic Business Day any Group of Domestic Base Rate Loans (or any Money Market Bid Rate Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or and (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, Administrative Agent not later than 11:00 A.M. (New York City time) prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentprepayment and together with any additional amounts payable pursuant to Section 2.14. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section subsection 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Bid Rate Loan prior to the maturity thereofthereof except with the express written consent of the Bank holding such Bid Rate Loan. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate CD Loans and Euro-Dollar Loans to Section 2.14, the Borrower Company may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at as the Base Rate pursuant to Section 8.01(a8.01)) or , (ii) upon at least two Domestic Business Days' notice to the Administrative Agent, prepay any Group of CD Loans and (iii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Loans. (b) Except as provided in Section 2.12(a)) above, the Borrower Company may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and 143 of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the BorrowerCompany.

Optional Prepayments. (a) Subject in the case of Fixed Rate CD Loans and Euro-Dollar Loans to Section 2.14, the Borrower Company may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at as the Base Rate pursuant to Section 8.01(a8.01)) or , (ii) upon at least two Domestic Business Days' notice to the Administrative Agent, prepay any Group of CD Loans and (iii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Loans. (b) Except as provided in Section 2.12(a)) above, the Borrower Company may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the BorrowerCompany.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans to Section 2.142.13, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, without penalty or premium except as specified herein, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)10.01) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Fixed Rates Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to before the maturity thereof. (c) Upon receipt of Promptly upon receiving a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate any Euro-Dollar Loans to Section 2.14, the Borrower Company may (i) upon at least one Domestic Business Day's ’s notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower Company may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the BorrowerCompany.

Optional Prepayments. (a) Subject in the case of Fixed Rate any Euro-Dollar Loans to Section 2.14, the Borrower Company may (i) upon at least one Domestic Business Day's ’s notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing).. 22 (b) Except as provided in Section 2.12(a), the Borrower Company may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the BorrowerCompany.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one 1 Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case Borrowing in whole at any time, or from time to time in part in amounts aggregating at least $10,000,000 500,000 or any larger multiple of $1,000,000100,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks included in such Group of Loans (or such Money Market Base Rate Borrowing). (b) Except as provided The Borrower may, upon at least 2 Euro-Dollar Business Days' notice to the Agent, prepay any Euro-Dollar Borrowing in Section 2.12(a)whole at any time, the Borrower may not prepay all or from time to time in part in amounts aggregating at least $500,000 or any portion larger multiple of $100,000, by paying the principal amount of any Money Market Loan prior to be prepaid, together with accrued interest thereon to the maturity thereofdate of prepayment and any amount due pursuant to Section 8.05. Each such optional prepayment shall be applied to prepay ratably the Euro-Dollar Loans of the several Banks included in such Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in The Borrower may, by notice to the case of Fixed Rate Loans to Section 2.14, the Borrower may Administrative Agent not later than 10:00 a.m. (iNew York City time) upon at least one on any Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the AgentBorrowing, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 50,000,000 or any larger integral multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The Borrower may, upon at least three Eurodollar Business Days’ notice to the Administrative Agent, prepay any Eurodollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating $50,000,000 or any larger integral multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and together with any additional amounts payable pursuant to Section 2.14. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Euro-Dollar Loans to Section 2.14, the Borrower may (i) upon at least one on any Domestic Business Day's , upon notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and this Agreement with respect to Letters of Credit issued by it prior to such Bank's ratable share (if any) of such prepayment and such notice replacement, but shall not thereafter be revocable by the Borrowerrequired to issue additional Letters of Credit.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Euro- Dollar Loan to Section 2.14, the Borrower may (i) upon at least one Domestic Business Day's notice to may, in the Agent, prepay any case of the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) ), upon at least one Domestic Business Day's notice to the Administrative Agent, prepay such Group or (ii) Borrowing, or in the case of any Group of Euro-Dollar Loans, upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loanssuch Group, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Loan to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans Loans, any Swingline Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) 8.01, or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 ($1,000,000 in the case of a Swingline Borrowing) or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section subsection 2.12(a), ) above the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate any Euro-Dollar Loans to Section 2.14, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) Borrowing or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar LoansBorrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment; provided that no such optional prepayment of any Tranche A Loan shall be permitted while any Tranche B Loans remain outstanding. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, Administrative Agent not later than 11:00 A.M. (New York City time) on any Domestic Business Day prepay on such Domestic Business Day any Group of Domestic Loans (Base Rate Loans, any Swingline Borrowing or any Money Market Bid Rate Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or and (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, Administrative Agent not later than 11:00 A.M. (New York City time) prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentprepayment and together with any additional amounts payable pursuant to Section 2.14. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section subsection 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Bid Rate Loan prior to the maturity thereofthereof except with the express written consent of the Bank holding such Bid Rate Loan. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.142.13, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.01(ii)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar LoansBorrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 15,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.. 27009/304/CA/ca.96.364.comp Draft of: 02/11/98 4:31pm

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's =s notice to the Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), (ii) upon at least three Domestic Business Days= notice to the Agent, prepay any Group of CD Loans or (iiiii) upon at least three Euro-Dollar Business Days' Days= notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger integral multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. In connection with any such prepayment of Loans (or such Money Market Borrowing)any Fixed Rate Loan, the Borrower shall comply with the provisions of Section 2.14. (b) Except as provided in Section 2.12(a)subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's =s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one 1 Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating at least $10,000,000 1,000,000 with additional increments of $500,000 (or any larger multiple lesser amount equal to the outstanding balance of $1,000,000such Borrowing), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Base Rate Borrowing). (b) Except as provided in Section 2.12(a)Subject to any payments required pursuant to the terms of Article VIII for such Fixed Rate Loan, upon 3 Domestic Business Day's prior written notice, the Borrower may not prepay in minimum amounts of $1,000,000 with additional increments of $1,000,000 (or any lesser amount equal to the outstanding balance of such Loan) all or any portion of the principal amount of any Money Market Fixed Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this SectionSection 2.11, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such BankLender's ratable share (if any) of such prepayment and such notice notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)8.02, the Borrower may not prepay all or any portion of the principal amount of any Money Market Fixed Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Euro-Dollar Loan to Section 2.14, the Borrower may (i) upon at least one Domestic Business Day's notice to may, in the Agent, prepay any case of the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) ), upon at least one Domestic Business Day's notice to the Administrative Agent, prepay such Group or (ii) Borrowing, or in the case of any Group of Euro-Dollar Loans, upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loanssuch Group, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one three Domestic Business Day's Days' notice to the Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Prime Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)8.02, the Borrower may not prepay all or any portion of the principal amount of any Money Market Fixed Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one same Domestic Business Day's ’s notice to the Administrative Agent, which shall be substantially in the form of Exhibit H or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) Loans or (ii) subject to Section 2.12, upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Borrowing)Loans. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof.[Reserved] (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this SectionSection 2.10, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such Bank's Lender’s ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at -------------------- least one 1 Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating at least $10,000,000 1,000,000 or any larger integral multiple of $1,000,000500,000 (or any lesser amount equal to the outstanding balance of such Loan), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks included in such Group of Loans (or such Money Market Base Rate Borrowing). (b) Except as provided in Section 2.12(a)Subject to any payments required pursuant to the terms of Article VIII for such Euro-Dollar Loan, upon 3 Domestic Business Day's prior written notice, the Borrower may not prepay in minimum amounts of $3,000,000 or any larger integral multiple of $1,000,000 (or any lesser amount equal to the outstanding balance of such Loan) all or any portion of the principal amount of any Money Market Euro- Dollar Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this SectionSection 2.09, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice notice, once received by the Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in The Borrower may, upon notice to the case of Fixed Rate Loans Agent (which notice the Agent shall promptly forward to Section 2.14, the Borrower may (iBanks) upon at least one Domestic Business Day's notice and payment to the Agent, prepay for the ratable benefit of the Banks, of any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to amounts required by Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent8.05, prepay any Group of Euro-Dollar Loans, in each case Base Rate Borrowing (to the extent not precluded by Section 2.10(b)) in whole or in part at any time, or from time to time in part in amounts aggregating a minimum amount of at least $10,000,000 500,000, or any larger multiple of $1,000,000500,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market relevant Borrowing). (b) Except as provided in Section 2.12(a)Subject to any and all payments required pursuant to the provisions of Article VIII hereof, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan, Euro_Dollar Loan or Offshore Loan prior to the maturity thereofend of the relevant Stated Maturity Date or Interest Period, respectively, applicable to such Loan, in a minimum amount of at least $500,000 (or the Dollar Equivalent Amount thereof in any Alternate Currency), or any larger multiple of $500,000 (or the Dollar Equivalent Amount thereof in any Alternate Currency). (c) Upon receipt of a notice of prepayment pursuant to this SectionSection 2.10, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans any Eurocurrency Loan to Section 2.143.05, the Borrower may (i) upon at least one Domestic Business Day's with notice to by 12:00 Noon on the Agentdate of such prepayment, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans3.02, in each case in whole at any time, or from time to time in part in amounts aggregating an aggregate Dollar Amount of $10,000,000 5,000,000 or any larger multiple of $1,000,000, or (ii) upon at least three Business Days’ notice to the Administrative Agent, prepay any Group of Eurocurrency Loans in whole at any time, or from time to time in part in an aggregate Dollar Amount of $5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such Bank's Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Term Benchmark Loans to Section 2.14, the Borrower may (i) upon at least one on any Domestic Business Day's , upon notice to the Administrative Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) Loans or (ii) upon at least three Euro-Dollar U.S. Government Securities Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Term Benchmark Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans Loans. For the avoidance of doubt, the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Bank thereof. (or such Money Market Borrowing)a) [Reserved]. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Loan to Section 2.143.05, the Borrower may (i) upon at least one Domestic Business Day's with notice to by 12:00 Noon on the Agentdate of such prepayment, prepay any Group of Domestic Loans (Base Rate Loans, any Swingline Borrowing or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans3.02, in each case in whole at any time, or from time to time in part in amounts aggregating an aggregate principal amount of $10,000,000 5,000,000 or any larger multiple of $1,000,000, or (ii) upon at least three Business Days’ notice to the Administrative Agent, prepay any Group of Eurodollar Loans in whole at any time, or from time to time in part in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)subsection 2.10(a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of such Bank's Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant Loans in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks. (b) Subject to Section 8.01(a)) or (ii) 2.14, the Borrower may, upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any in the case of a Group of Euro-Dollar Loans, in each case prepay the Loans comprising such a Group, in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Group. (bc) Except as provided in In connection with any substitution of Banks pursuant to Section 2.12(a)8.06, the Borrower may not prepay all or any portion the Loans of the principal amount Bank being replaced, as provided in clause (ii) of any Money Market Loan prior to the maturity thereofSection 8.06. (cd) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.142.13, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.01(ii)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar LoansBorrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 15,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14A Borrower may, the Borrower may (i) upon at -------------------- least one Domestic Base Rate Business Day's notice to the Agent, prepay any a Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant Loans made to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case such Borrower in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided A Borrower may, upon at least three Euro-Dollar Business Days' notice to the Agent, prepay a Group of Euro-Dollar Loans made to such Borrower on the last day of any Interest Period applicable to such Group, in Section 2.12(a)whole at any time, the Borrower may not prepay all or from time to time in part in amounts aggregating $25,000,000 or any portion larger multiple of $1,000,000, by paying the principal amount of any Money Market Loan prior to be prepaid together with accrued interest thereon to the maturity thereofdate of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the either Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.142.13, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.01), (ii) upon at least two Domestic Business Days' notice to the Agent, prepay any Group of CD Loans or (iiiii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a)2.11(a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to before the maturity thereof. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14Any Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic its Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.1(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 3,000,000 or any larger multiple of $1,000,000, 1,000,000 by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the relevant Base Rate Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)proportion to their respective Commitments. (b) Except as provided in Section 2.12(a)8.2, the no Borrower may not prepay all or any portion of the principal amount of any Money Market Fixed Rate Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of any Fixed Rate Loans Loan to Section 2.14, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Loans Loans, any Swingline Borrowing (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.01)) , or (ii) upon at least three (four, in the case of Alternative Currency Loans) Euro-Dollar Currency Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Currency Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 ($1,000,000 in the case of a Swingline Borrowing) or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section subsection 2.12(a), ) above the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to the provisions of Section 2.142.11, the Borrower may (i) upon at least one notice to the Agent not later than 10:30 A.M. (New York City time) on any Domestic Business Day's , prepay on such Domestic Business Day any Group of Base Rate Loans, (ii) upon at least three Domestic Business Days' notice to the Agent, prepay any Group of Domestic CD Loans and (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (iiiii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 1,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Group. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to subsection (a) this SectionSection 2.09, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.142.12, the Borrower may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Reference Rate pursuant to Section 8.01(a)8.01) or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Euro- Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. (c) Except as expressly provided in Section 2.10(a), the Borrower may not prepay the Money Market Loans at any time.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the AgentAdministrative Agent not later than 11:00 A.M. (New York City time) on the date of such prepayment, prepay any a Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case Loans in whole at any time, or from time to time in part in amounts aggregating $10,000,000 1,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. . (b) The Borrower may, upon at least three Domestic Business Days' notice to the Administrative Agent, in the case of a Group of CD Loans, or upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, in the case of a Group of Euro-Dollar Loans, prepay the Loans comprising such Group in whole at any time, or from time to time in part in amounts aggregating $1,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment; provided that the Borrower shall reimburse each Bank for any loss or expense incurred by it as a result of any such prepayment in accordance with Section 2.15. (c) Each such optional prepayment of all or part of a Group of Loans pursuant to this Section 2.13 shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Group. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (cd) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Euro-Dollar Loans to Section 2.14, the Borrower may (i) upon at least one on any Domestic Business Day's , upon notice to the Administrative Agent, prepay any Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' ’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate CD Loans or Euro-Dollar Loans to Section 2.142.13, the Borrower may (i) may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Domestic Loans Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.1(a)) or (ii) or, upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of CD Borrowing or Euro-Dollar LoansBorrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 1,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing). (b) Except as provided in Section 2.12(asubsection (a) above or Sections 8.2 and 8.3(c), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.142.12, the Borrower may (i) may, upon at least one Domestic Business ---- Day's notice to the Administrative Agent, prepay any Group of Domestic Loans (or any Money Market Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a2.12)) , or (ii) upon at least three Euro-Dollar Business Days' notice to the ---- Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Competitive Bid Borrowing). (b) Except as provided in Section 2.12(a)subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Competitive Bid Loan prior to before the maturity thereof. (c) Upon receipt of Promptly after receiving a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment prepayment, and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14, the The Borrower may may (i) upon at least one Domestic Business Day's notice to the AgentAgent not later than 11:00 A.M. (Eastern Standard Time) on the date of prepayment, prepay any Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or Loans on any Domestic Business Day; or (ii) upon at least three Euro-Dollar Eurodollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, Eurodollar Loans on the last day of any Interest Period applicable thereto; in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 5,000,000 or any larger multiple of $1,000,0001,000,000 (except in the case of the prepayment of the full aggregate outstanding amount of any Group of Loans, in which case such full aggregate outstanding balance may be prepaid), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Loans. (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof thereof, and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) Subject in the case of Fixed Rate Loans to Section 2.14The Borrower may, the Borrower may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any the Group of Domestic Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a8.1(a)) or (ii) upon at least (x) in the case of CD Loans, one Domestic Business Day's notice to the Administrative Agent and (y) in the case of Euro-Dollar Loans, three Euro-Dollar Business Days' notice to the Administrative Agent, and subject, in each case, to Section 2.14, prepay any Group of Euro-Dollar Fixed Rate Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 25,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment of a Group of Loans shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing)Group. (b) Except as provided in subsection (a) of this Section 2.12(a)2.11, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereofthereof without the consent of the Bank holding such Loan. (c) Upon receipt of a notice no ice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.