Common use of Optional Prepayment Clause in Contracts

Optional Prepayment. The Borrower shall have the right at any time and from time to time to prepay the Term Loans or the Revolving Loans, in each case in an amount (if less than the aggregate outstanding principal amount of such Loans) equal to $5,000,000 or an integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basis.

Optional Prepayment. The Subject to Section 2.05(b) below, the Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay the Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Revolving Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Loans, in each case case, or such later time as is reasonably acceptable to the Administrative Agent; (ii) any prepayment of LIBOR Loans shall be in an amount (if less than the aggregate outstanding a minimum principal amount of such Loans$1,000,000; and (iii) equal to $5,000,000 or an integral any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 500,000 or, in excess each case, if less, the entire principal amount thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment, the Term Facility and the Type(s) of Term Loans to be prepaid and, if LIBOR Loans are to be prepaid; provided that, if a the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Term Facility). If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment may shall be revoked if such notice of termination is revoked promptly paid to the Lenders in accordance with Section 2.08. Promptly following receipt their respective Applicable Percentages (calculated only giving effect to Outstanding Amounts of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basis).

Optional Prepayment. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to prepay any date of prepayment of Eurodollar Rate Loans and (B) on the Term Loans or the date of prepayment of Base Rate Revolving Loans, ; (ii) any prepayment of Eurodollar Rate Loans shall be in each case in an amount (if less than the aggregate outstanding a principal amount of such Loans) equal to $5,000,000 or an integral amount a whole multiple of $1,000,000 in excess thereof thereof; and (or such lesser iii) any prepayment of Base Rate Revolving Loans shall be in a principal amount of any class $500,000 or a whole multiple of Loans as is $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Revolving Loans to be prepaid; provided thatprepaid and, if a Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s Applicable Revolving Credit Percentage of such prepayment. If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with a conditional notice of termination any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Loans of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basistheir respective Applicable Revolving Credit Percentages.

Optional Prepayment. The Borrower shall have the right at any time and from time to time to prepay the Term Loans or the Revolving Loansany Borrowing, in each case whole or in an amount (if less than the aggregate outstanding principal amount of such Loans) equal to $5,000,000 part, without premium or an integral amount of $1,000,000 in excess thereof penalty, by giving irrevocable written notice (or such lesser amount of any class of Loans as is then outstanding), subject telephonic notice promptly confirmed in writing) to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Funding Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder no later than (i) in the case of prepayment of a any Eurodollar Borrowing, 11:00 a.m. (Toronto, Ontario time) not later less than 11:00 a.m., New York City time, three Business Days before the date of prior to any such prepayment, (ii) in the case of any prepayment of an ABR Revolving Borrowing or a Swingline Loanany Base Rate Borrowing, not later less than 12:00 noonone Business Day prior to the date of such prepayment, New York City and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. (Toronto, Ontario time, ) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that. Upon receipt of any such notice, if a notice of prepayment is given in connection with a conditional notice of termination the Funding Agent shall promptly notify each affected Lender of the Revolving Credit Commitments as contemplated by Section 2.08, then contents thereof and of such Lender's Pro Rata Share of any such prepayment. If such notice of prepayment may be revoked if is given, the aggregate amount specified in such notice of termination is revoked shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.082.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Promptly following receipt Each partial prepayment of any such notice Loan (other than a Swingline Loan) shall be in minimum amounts of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders $500,000 or larger multiples of the contents of such notice$100,000. Each prepayment of the Term Loans a Borrowing shall be applied pro rata between ratably to the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basiscomprising such Borrowing.

Optional Prepayment. The Borrower shall have the right at any time and from time to time to prepay the Term Loans or the Revolving Loans, in each case in an amount (if less than the aggregate outstanding principal amount of such Loans) equal to $5,000,000 or an integral amount of $1,000,000 in excess thereof (or such lesser amount any Borrowing of any class of Loans as is then outstanding)Class in whole or in part, subject to prior notice in accordance with paragraph (c) of this Section 2.10 2.10, and if applicable, payment of the fee in the immediately following paragraph. Loans may be prepaid by the Borrower in aggregate amounts that are (x) in the case of Eurodollar Loans, an integral multiple of $1,000,000 and not less than $10,000,000 and (y) in the case of Adjusted Base Rate Loans, an integral multiple of $500,000 and not less than $5,000,000. Each voluntary prepayment of Term Loans shall be allocated to the installments thereof as directed by the Borrower. Any (i) voluntary prepayment of the Initial Term Loans using proceeds of Indebtedness for which the all-in yield (but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new Indebtedness) payable thereon on the date of such prepayment is lower than the all-in yield on the date of such prepayment with respect to the Initial Term Loans subject to Section 2.15. The Borrower shall notify such prepayment and/or (ii) repricing of the Administrative Agent Term Loans pursuant to an amendment to the Loan Documents resulting in the all-in yield payable thereon on the date of such amendment being lower than the all-in yield on the date immediately prior to such amendment with respect to the Initial Term Loans, shall, in each case, be accompanied by a prepayment fee equal to 1.0% of the aggregate principal amount of such prepayment (andor, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, clause (ii) in above, of the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal aggregate amount of each Borrowing Initial Term Loans affected by such repricing that are outstanding immediately prior to such amendment) if such event occurs on or portion thereof prior to the six month anniversary of the Effective Date (with any Lender whose Initial Term Loans are required to be prepaid; provided that, if repaid or assigned as a notice of prepayment is given in connection with a conditional notice of termination result of the Revolving Credit Commitments exercise of Section 2.18 as contemplated by Section 2.08, then a result of not consenting to such notice of prepayment may be revoked if amendment also entitled to such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basispremium).

Optional Prepayment. (i) The Borrower shall have may, upon notice to the right Administrative Agent (it being agreed that such notice may be conditioned upon the occurrence of a change of control, refinancing, acquisition, disposition or similar event, but subject to the payment of any amounts required pursuant to Section 3.05 if any prepayment set forth in such notice is not made), at any time and or from time to time to voluntarily prepay the Term Revolving Loans in whole or the Revolving Loans, in each case in an amount part without premium or penalty; provided that (if less than the aggregate outstanding principal amount of i) such Loans) equal to $5,000,000 or an integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, a.m. (A) three Business Days before the prior to any date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Revolving Loans; and (ii) any prepayment of Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Revolving Loans to be prepaid; provided that. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, if a and of the amount of such Revolving Lender's Applicable Revolving Credit Percentage of such prepayment. If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with a conditional notice of termination any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Loans of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basistheir respective Applicable Revolving Credit Percentages.

Optional Prepayment. The Borrower Borrowers shall have the right at any time and from time to time to prepay the Term Loans or the Revolving Loansany Borrowing, in each case whole or in an amount (if less than the aggregate outstanding principal amount of such Loans) equal to $5,000,000 part, without premium or an integral amount of $1,000,000 in excess thereof penalty, by giving irrevocable written notice (or such lesser amount of any class of Loans as is then outstanding), subject telephonic notice promptly confirmed in writing) to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder no later than (i) in the case of prepayment of a Eurodollar any Eurocurrency Borrowing, 11:00 a.m. not later less than 11:00 a.m., New York City time, three (3) Business Days before the date of prior to any such prepayment, (ii) in the case of any prepayment of an ABR Revolving Borrowing or a Swingline Loanany Base Rate Borrowing, not later less than 12:00 noonone Business Day prior to the date of such prepayment, New York City timeand (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following Upon receipt of any such notice of prepayment relating to the Term Loansnotice, the Administrative Agent shall advise the Term Lenders promptly notify each affected Lender of the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.15(d); provided, that if a Eurocurrency Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 2.22. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3. Each prepayment of the Term Loans a Borrowing shall be applied pro rata between ratably to the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basiscomprising such Borrowing.

Optional Prepayment. The Borrower shall have the right Borrower, at any time and his option, may from time to time prepay the principal due on the Term Loan, in whole or in part, without premium or penalty, with written notice to the Lender received one Business Day prior to such prepayment specifying the amount of prepayment. Partial prepayments of principal shall be in whole multiples of $1,000, but in no event less than $5,000. Mandatory Prepayment: If the Borrower sells or otherwise transfers all or any portion of the Shares to any person, including but not limited to SIRVA, NAVL or Xxxxxxx, Dubilier & Rice Fund V Limited Partnership ("CD&R Fund"), the Borrower shall prepay in full the remaining principal of the Term Note and interest thereon to the date of the prepayment, provided that if the Borrower sells the Shares to SIRVA, NAVL or CD&R Fund following the Borrower's termination of employment and SIRVA, NAVL or CD&R Fund, as the case may be, elects to pay the purchase price for the Shares in two installments, the Borrower shall (i) on the date of receipt from SIRVA, NAVL or CD&R Fund, as the case may be, of the first such installment, apply the entire amount of such installment first to the prepayment of accrued and unpaid interest on the Term Note to the date of such prepayment and second to the unpaid principal amount of the Term Note and (ii) on the date of receipt from SIRVA, NAVL or CD&R Fund, as the case may be, of the second such installment, apply such installment to the prepayment in full of any remaining unpaid principal of the Term Note, together with accrued and unpaid interest thereon to the date of such prepayment. Any proceeds with respect to a repurchase of any of the Shares by SIRVA or NAVL shall be paid directly to the Lender by SIRVA or NAVL, as the case may be, for the account of the Borrower to be applied to repay the remaining principal of the Term Note and interest thereon to the date of the prepayment. The Borrower hereby directs SIRVA and NAVL to make any such payment directly to the Lender to the extent of the amount owing hereunder and under the Term Note. The Borrower hereby acknowledges that SIRVA and NAVL may rely on advice from the Lender as to the amount owing hereunder and under the Term Note. In the event that the Borrower's employment with SIRVA or any subsidiary thereof is terminated for any reason whatsoever, and (a) SIRVA, NAVL and CD&R Fund have not exercised their respective options to repurchase all or any portion of the Shares then held by the Borrower (or if, the Borrower's employment was terminated by the Borrower's death, the Borrower's estate) within the 120 day option period (the "Repurchase Option Period") and (b) the Borrower shall not have exercised its right, if any, to require SIRVA or NAVL to purchase all (but not less than all) of the Shares within the 30 day period (the "Repurchase Requirement Period") following the expiration of 2 the Repurchase Option Period, the Lender may demand prepayment in full of the obligations evidenced by the Term Note by written notice (an "Acceleration Notice") to the Borrower (or, as applicable, the Borrower's estate). If the Lender sends an Acceleration Notice to the Borrower requiring prepayment, the Borrower shall be required to prepay the Term Loans or the Revolving Loans, in each case in an amount (if less than the aggregate outstanding principal amount balance of such Loans) equal to $5,000,000 or an integral amount of $1,000,000 the Term Note in excess thereof (or such lesser amount of any class of Loans as is then outstanding)full, subject to prior notice in accordance together with this Section 2.10 all unpaid accrued interest and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City timeother charges, on the date of prepayment. Each such notice shall be irrevocable and shall specify which is 20 days after the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination expiration of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basisRepurchase Requirement Period.

Optional Prepayment. The Borrower With respect to any Loan, the Borrowers shall have the right at any time and from time to time to prepay the Term Loans or the Revolving Loansany Borrowing, in each case whole or in an amount (if less than the aggregate outstanding principal amount of such Loans) equal to $5,000,000 part, without premium or an integral amount of $1,000,000 in excess thereof penalty, by giving irrevocable written notice (or such lesser amount of any class of Loans as is then outstanding), subject telephonic notice promptly confirmed in writing) to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder no later than (i) in the case of prepayment of a Eurodollar any LIBO Rate Borrowing, 11:00 a.m. not later less than 11:00 a.m., New York City time, three (3) Business Days before the date of prior to any such prepayment, (ii) in the case of any prepayment of an ABR Revolving Borrowing or a Swingline Loanany Base Rate Borrowing, not later less than 12:00 noonone (1) Business Day prior to the date of such prepayment, New York City timeand (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following Upon receipt of any such notice of prepayment relating to the Term Loansnotice, the Administrative Agent shall advise the Term Lenders promptly notify each affected Lender of the contents thereof and of such Lender’s share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable not later than 12:00 noon on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14; provided, that if a LIBO Rate Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 2.21. Each partial prepayment of (i) any Revolving Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.21, (ii) any Swingline Loan shall be in an amount that would be permitted in the case of a Borrowing of a Swingline Loan pursuant to Section 2.5, or (iii) any Term Loan shall be in an amount not less than $1,000,000 for a LIBO Rate Loan or $100,000 for a Base Rate Loan. Each prepayment of the Term Loans a Borrowing shall be applied pro rata between ratably to the then outstanding principal amounts Loans comprising such Borrowing as Borrowers may direct; provided however that, in the case of a prepayment of the Term A Loans and the Term B Loans Loan, each prepayment shall be applied to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basisprincipal installments in inverse order of maturity.

Optional Prepayment. The Borrower shall have the right may, upon notice to Administrative Agent, at any time and or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to prepay any date of prepayment of Term Benchmark Loans, and (B) on the Term Loans or the Revolving date of prepayment of ABR Loans, in each case case, or such later time as is reasonably acceptable to Administrative Agent; and (ii) any partial prepayment of any Revolving Loan or Term Loan shall be in an amount (if less than the aggregate outstanding principal amount of such Loans) equal to $5,000,000 or an integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, that would be permitted in the case of prepayment an advance of a Swingline LoanRevolving Loan or Term Loan of the same Class and Type as provided in Section 2.01 or, in each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in case, if less, the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Class(s) and Type(s) of Loans to be prepaid and, if Term Benchmark Loans are to be prepaid; provided that, if a the Interest Period(s) of such Term Benchmark Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice of prepayment is given by Borrower, Borrower shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of shall be due and payable on the date specified therein; provided, that such prepayment obligation may be revoked if conditioned on the occurrence of any subsequent event (including a Change of Control, asset sale or refinancing transaction). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04. Subject to Section 2.13, each such notice of termination is revoked prepayment shall be promptly paid to the applicable Lenders in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basistheir respective Applicable Percentages.

Optional Prepayment. The Borrower shall have may not, except as otherwise expressly provided in this Agreement, prepay any Loan, in whole or in part, prior to the right at Designated Date. On or after the Designated Date, the Borrower may prepay all Loans in whole on any time Business Day provided that (x) the Borrower provides not less than three Business Days’ prior irrevocable written notice to the Administrative Agent of the proposed prepayment date, and (y) the Borrower shall, concurrently with such prepayment, enter into such security arrangements as the Collateral Agent, in its reasonable discretion, deems acceptable to provide Acceptable Collateral in an amount equal to the Maximum Deferral Amount determined as of the date of such prepayment, and providing for periodic adjustment to reflect the Maximum Deferral Amount in effect from time to time time, as security for the payment and performance by the Borrower of the GE Deferral Lease Obligations, which arrangements shall provide that such Acceptable Collateral shall remain in place for so long as the Subordinated Mortgages would have remained in place pursuant to prepay the Term terms thereof in the absence of any prepayment of the Loans or hereunder. If the Revolving LoansBorrower elects to make a prepayment pursuant to this Section 1.1(c), the Borrower shall pay to the Administrative Agent, on the prepayment date specified in each case in an amount (if less than the aggregate Borrower’s notice delivered hereunder, the outstanding principal amount of such Loans) equal to $5,000,000 or an integral amount all Loans hereunder with all accrued and unpaid interest thereon, any LIBOR Breakage Costs, and all other amounts then due and payable under the Transaction Documents. For the avoidance of $1,000,000 in excess thereof (or such lesser amount doubt, the Borrower and the Lenders mutually acknowledge and agree that no partial prepayments of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) or of one Loan but not the other, shall be permitted at any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before except to the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatextent, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated any, permitted or required by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii1.1(d) and (iii) on a pro rata basisbelow.

Optional Prepayment. The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to prepay the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Term Benchmark Loans, (B) five (5) Business Days prior to any date of prepayment of RFR Loans or and (C) on the Revolving date of prepayment of ABR Loans, in each case case, or such later time as is reasonably acceptable to the Administrative Agent; and (ii) any partial prepayment of any Revolving Loan or Term Loan shall be in an amount (if less than the aggregate outstanding principal amount of such Loans) equal to $5,000,000 or an integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, that would be permitted in the case of prepayment an advance of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) Revolving Loan or Term Loan of any prepayment hereunder (i) the same Class and Type as provided in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentSection 2.01. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term Benchmark Loans are to be prepaid, the Interest Period(s) of such Term Benchmark Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of that such prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment obligation may be revoked if conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such notice of termination is revoked prepayment shall be promptly paid to the applicable Lenders in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basistheir respective Applicable Percentages.

Optional Prepayment. The Borrower shall have At any time prior to September 15, 2023 (six months prior to the right Forty-eighth Series Stated Maturity) the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Forty-eighth Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the Term Loans Forty-eighth Series written notice (by first class mail or such other method as may be agreed upon by the Revolving Loans, in Company and such registered owner) of each case in an amount optional prepayment under this subsection (if I) mailed or otherwise given not less than the aggregate outstanding principal amount of such Loans) equal 30 days and not more than 60 days prior to $5,000,000 or an integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of fixed for such prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing to each such registered owner at his, her or a Swingline Loan, not later than 12:00 noon, New York City time, its last address appearing on the date of prepaymentregistry books. Each such notice shall be irrevocable and shall specify the prepayment date and Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Forty-eighth Series to be prepaid on such date, the principal amount of each Borrowing or portion thereof bond held by such registered owner to be prepaid (determined in accordance with subsection (II) of this section), and the interest to be paid on the Settlement Date with respect to such principal amount being prepaid; provided that, if and shall be accompanied by a notice of prepayment is given certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with a conditional such prepayment (calculated as if the date of such notice of termination were the date of the Revolving Credit Commitments prepayment), setting forth the details of such computation. Two Business Days prior to such Settlement Date, the Company shall send to each registered owner of bonds of the Forty-eighth Series (by first class mail or by such other method as contemplated by Section 2.08, then such notice of prepayment may be revoked if agreed upon by the Company and such registered owner) a certificate signed by a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified Settlement Date. As promptly as practicable after the giving of the notice and the sending of termination is revoked the certificates provided in accordance with Section 2.08this subsection, the Company shall provide a copy of each to the Corporate Trustee. Promptly following receipt of The Trustees shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the information set forth in any such notice or certificate. At any time on or after September 15, 2023, the bonds of prepayment relating the Forty-eighth series will be redeemable at the option of the Company, in whole or in part, on not less than 30 nor more than 60 days’ notice prior to the Term LoansSettlement Date, the Administrative Agent shall advise the Term Lenders at a redemption price equal to 100% of the contents of such notice. Each prepayment principal amount of the Term Loans shall be applied pro rata between the then outstanding principal amounts bonds of the Term A Loans Forty-eighth Series to be redeemed, plus accrued and unpaid interest thereon to the Term B Loans Settlement Date. The bonds of the Forty-eighth Series are not otherwise subject to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basisvoluntary or optional prepayment.

Optional Prepayment. The Borrower shall have the right at any time and from time to time to prepay the Term Loans or the Revolving Loansany Advance, in each case whole or in an amount (if less than the aggregate outstanding principal amount of such Loans) equal to $5,000,000 part, without premium or an integral amount of $1,000,000 in excess thereof penalty, by giving written notice (or such lesser amount of any class of Loans as is then outstanding), subject telephonic notice promptly confirmed in writing) to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder no later than (i) in the case of any prepayment of a Eurodollar Borrowingany LIBOR Advance, 11:00 a.m. not later less than 11:00 a.m., New York City time, three Business (3) Banking Days before prior to the date of such prepayment, (ii) in the case of any prepayment of an ABR Revolving Borrowing or a Swingline Loanany Base Rate Advance, not later less than 12:00 noonone (1) Banking Day prior to the date of such prepayment, New York City timeand (iii) in the case of any prepayment of any Swingline Advance, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing Advance or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following Upon receipt of any such notice of prepayment relating to the Term Loansnotice, the Administrative Agent shall advise the Term Lenders promptly notify each affected Lender of the contents thereof and of such Lender’s pro rata share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid; provided that if a LIBOR Advance is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 4.3. Each partial prepayment of any Advance shall be in a minimum amount of One Million Dollars ($1,000,000) (or, in the case of a Swingline Advance, as set forth pursuant to Section 3.3). Each prepayment of the Term Loans an Advance shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans ratably to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basissuch Advances.

Optional Prepayment. The Borrowers may, upon irrevocable written notice from the Lead Borrower shall have to the right Administrative Agent (such notice subject to Section 2.05(g)), at any time and or from time to time to voluntarily prepay the Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Revolving Administrative Agent not later than 12:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans, ; (ii) any prepayment of LIBOR Rate Loans shall be in each case in an amount (if less than the aggregate outstanding a principal amount of such Loans) equal to $5,000,000 or an integral amount of $1,000,000 or a whole multiple of $500,000 in excess thereof thereof; and (or such lesser iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of any class $100,000 or a whole multiple of Loans as is $100,000 in excess thereof; or, in each case, if less, the entire principal amount thereof then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Class(es) and Type(s) of Term Loans to be prepaid; provided thatprepaid and, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term LIBOR Rate Loans, the Administrative Agent shall advise the Term Lenders of the contents Interest Period(s) of such notice. Each prepayment Term Loans and the order of the Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied pro rata between to the then outstanding principal amounts Term Loans of the Lenders as specified by the Borrowers in their sole discretion (as to the Class of Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(iiorder of maturity of principal prepayments) and (iii) on a pro rata basissuch prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Share.

Optional Prepayment. The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time voluntarily prepay Loans in whole or in part without premium or - 63 - penalty; provided that (i) such notice must be in a form acceptable to prepay the Term Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans or and (B) on the Revolving date of prepayment of Base Rate Loans, in each case case, or such later time as is reasonably acceptable to the Administrative Agent; and (ii) any prepayment of LIBOR Loans or Base Rate Loans shall be in an amount (if less than the aggregate outstanding a minimum principal amount of such Loans) equal to $5,000,000 or an integral 500,000 or, in each case, if less, the entire principal amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid; provided that, if a the Interest Period(s) of such LIBOR Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of shall be due and payable on the date specified therein; provided, that such prepayment obligation may be revoked if conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section ‎3.05. Subject to Section ‎2.15, each such notice of termination is revoked prepayment shall be promptly paid to the Lenders in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basistheir respective Applicable Percentages.

Optional Prepayment. The Borrower At any time no Revolving Credit Loans are Outstanding, the Borrowers shall have the right at any time and from time to time to prepay the Term Loans A Notes and the Term B Notes, as a whole, or the Revolving Loansin part, in each case in an amount (if upon not less than three (3) Business Days prior written notice to the aggregate outstanding Agent, provided that (i) each partial prepayment shall be in the principal amount of such Loans) equal to $5,000,000 100,000 or an a larger integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender multiple thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in any portion of a Term Loan bearing interest at the case Eurodollar Rate that is prepaid pursuant to this Section 4.4 on a day other than the last day of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice Interest Period relating thereto shall be irrevocable and shall specify the prepayment date and the principal amount of accompanied by any amounts due under Section 6.9, (iii) each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied ratably to Term Loan A and Term Loan B in accordance with the outstanding principal amount thereof, (iv) each partial prepayment of Term Loan A shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective outstanding amount of each Bank's Term A Note, with adjustments to the extent practicable to equalize any prior prepayments not exactly in proportion, (v) each partial prepayment of Term Loan B shall be allocated, as nearly as practicably, to the respective outstanding amount of each Bank's Term B Note, with adjustments to the extent practicable to equalize any prior prepayments not exactly in proportion. Any prepayment of principal of a Term Loan shall include all interest accrued to the date of prepayment and shall be applied pro rata between to the then outstanding remaining scheduled installments of principal amounts due on such Term Loan. No amount repaid with respect to a Term Loan may be reborrowed. In connection with any prepayment of the Term A Loans pursuant to this Section 4.4.1 and at any time prior to the repayment in full of the Term Loan A, any Bank holding any portion of Term Loan B Loans may decline the required prepayment of the amount of Term Loan B owing to reduce such Bank. In the future quarterly installment amounts thereof payableevent that a Bank so declines such prepayment, respectively, under Sections 2.09(a)(iithe principal amount so declined shall be applied to the repayment of Term Loan A as set forth in clause (iv) and (iii) on a pro rata basisof this Section 4.4.1.

Optional Prepayment. The Borrower shall have At any time prior to February 1, 2050 (six months prior to the right Sixty-first Series Stated Maturity) the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Sixty-first Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the Term Loans Sixty-first Series written notice (by first class mail or such other method as may be agreed upon by the Revolving Loans, in Company and such registered owner) of each case in an amount optional prepayment under this subsection (if I) mailed or otherwise given not less than the aggregate outstanding principal amount of such Loans) equal 30 days and not more than 60 days prior to $5,000,000 or an integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of fixed for such prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing to each such registered owner at his, her or a Swingline Loan, not later than 12:00 noon, New York City time, its last address appearing on the date of prepaymentregistry books. Each such notice shall be irrevocable and shall specify the prepayment date and Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Sixty-first Series to be prepaid on such date, the principal amount of each Borrowing or portion thereof bond held by such registered owner to be prepaid (determined in accordance with subsection (II) of this section), and the interest to be paid on the Settlement Date with respect to such principal amount being prepaid; provided that, if and shall be accompanied by a notice of prepayment is given certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with a conditional such prepayment (calculated as if the date of such notice of termination were the date of the Revolving Credit Commitments prepayment), setting forth the details of such computation. Two Business Days prior to such Settlement Date, the Company shall send to each registered owner of bonds of the Sixty-first Series (by first class mail or by such other method as contemplated by Section 2.08, then such notice of prepayment may be revoked if agreed upon by the Company and such registered owner) a certificate signed by a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified Settlement Date. As promptly as practicable after the giving of the notice and the sending of termination is revoked the certificates provided in accordance with Section 2.08this subsection, the Company shall provide a copy of each to the Corporate Trustee. Promptly following receipt of The Trustees shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the information set forth in any such notice or certificate. At any time on or after February 1, 2050, the bonds of prepayment relating the Sixty-first Series will be redeemable at the option of the Company, in whole or in part, on not less than 30 nor more than 60 days’ notice prior to the Term LoansSettlement Date, the Administrative Agent shall advise the Term Lenders at a redemption price equal to 100% of the contents of such notice. Each prepayment principal amount of the Term Loans shall be applied pro rata between the then outstanding principal amounts bonds of the Term A Loans Sixty-first Series to be redeemed, plus accrued and unpaid interest thereon to the Term B Loans Settlement Date. The bonds of the Sixty-first Series are not otherwise subject to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basisvoluntary or optional prepayment.

Optional Prepayment. The Borrower shall have At any time prior to September 15, 2043 (six months prior to the right Forty-ninth Series Stated Maturity) the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Forty-ninth Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the Term Loans Forty-ninth Series written notice (by first class mail or such other method as may be agreed upon by the Revolving Loans, in Company and such registered owner) of each case in an amount optional prepayment under this subsection (if I) mailed or otherwise given not less than the aggregate outstanding principal amount of such Loans) equal 30 days and not more than 60 days prior to $5,000,000 or an integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of fixed for such prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing to each such registered owner at his, her or a Swingline Loan, not later than 12:00 noon, New York City time, its last address appearing on the date of prepaymentregistry books. Each such notice shall be irrevocable and shall specify the prepayment date and Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Forty-ninth Series to be prepaid on such date, the principal amount of each Borrowing or portion thereof bond held by such registered owner to be prepaid (determined in accordance with subsection (II) of this section), and the interest to be paid on the Settlement Date with respect to such principal amount being prepaid; provided that, if and shall be accompanied by a notice of prepayment is given certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with a conditional such prepayment (calculated as if the date of such notice of termination were the date of the Revolving Credit Commitments prepayment), setting forth the details of such computation. Two Business Days prior to such Settlement Date, the Company shall send to each registered owner of bonds of the Forty-ninth Series (by first class mail or by such other method as contemplated by Section 2.08, then such notice of prepayment may be revoked if agreed upon by the Company and such registered owner) a certificate signed by a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified Settlement Date. As promptly as practicable after the giving of the notice and the sending of termination is revoked the certificates provided in accordance with Section 2.08this subsection, the Company shall provide a copy of each to the Corporate Trustee. Promptly following receipt of The Trustees shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the information set forth in any such notice or certificate. At any time on or after September 15, 2043, the bonds of prepayment relating the Forty-ninth series will be redeemable at the option of the Company, in whole or in part, on not less than 30 nor more than 60 days’ notice prior to the Term LoansSettlement Date, the Administrative Agent shall advise the Term Lenders at a redemption price equal to 100% of the contents of such notice. Each prepayment principal amount of the Term Loans shall be applied pro rata between the then outstanding principal amounts bonds of the Term A Loans Forty-ninth Series to be redeemed, plus accrued and unpaid interest thereon to the Term B Loans Settlement Date. The bonds of the Forty-ninth Series are not otherwise subject to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basisvoluntary or optional prepayment.

Optional Prepayment. The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to prepay the Term Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans or and (B) on the Revolving date of prepayment of Base Rate Loans, in each case case, or such later time as is reasonably acceptable to the Administrative Agent; and (ii) any prepayment of LIBOR Loans or Base Rate Loans shall be in an amount (if less than the aggregate outstanding a minimum principal amount of such Loans) equal to $5,000,000 or an integral 500,000 or, in each case, if less, the entire principal amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid; provided that, if a the Interest Period(s) of such LIBOR Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of shall be due and payable on the date specified therein; provided, that such prepayment obligation may be revoked if conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section ‎3.05. Subject to Section ‎2.15, each such notice of termination is revoked prepayment shall be promptly paid to the Lenders in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basistheir respective Applicable Percentages.

Optional Prepayment. The Borrower shall have the right may, upon notice to Administrative Agent, at any time and or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to prepay any date of prepayment of LIBOR Loans and (B) on the Term Loans or the Revolving date of prepayment of Base Rate Loans, in each case case, or such later time as is reasonably acceptable to Administrative Agent; and (ii) any prepayment of LIBOR Loans or Base Rate Loans shall be in an amount (if less than the aggregate outstanding a minimum principal amount of such Loans) equal to $5,000,000 or an integral 500,000 or, in each case, if less, the entire principal amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid; provided that, if a the Interest Period(s) of such LIBOR Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice of prepayment is given by Borrower, Borrower shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of shall be due and payable on the date specified therein; provided, that such prepayment obligation may be revoked if conditioned on the occurrence of any subsequent event (including a Change of Control, asset sale or refinancing transaction). Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such notice of termination is revoked prepayment shall be promptly paid to the Lenders in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basistheir respective Applicable Percentages.

Optional Prepayment. The Borrower shall have the right at any time and from time to time to prepay the any Term Loans or the Revolving LoansBorrowing, in each case in an amount (if less than the aggregate outstanding principal amount of such Loans) equal to $5,000,000 (five million dollars) or an integral amount of $1,000,000 (one million dollars) in excess thereof (or such lesser amount of any class of Loans as is then outstanding)thereof, subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each the Swingline Lender thereofLender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the a Term LoansBorrowing, the Administrative Agent shall advise the Term Lenders of the contents of such noticethereof. Each prepayment of the a Term Loans Borrowing shall be applied pro rata between the then outstanding principal amounts against such of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, (or portions thereof) payable under Sections Section 2.09(a)(ii) and such Term Loans (iiior portions thereof) on a pro rata basisas determined by the Borrower.

Optional Prepayment. The Borrower shall have the right at any time and from time to time to prepay the Term Loans or the Revolving Loansany Borrowing, in each case whole or in an amount (if less than the aggregate outstanding principal amount of such Loans) equal to $5,000,000 part, without premium or an integral amount of $1,000,000 in excess thereof penalty, by giving irrevocable written notice (or such lesser amount of any class of Loans as is then outstanding), subject telephonic notice promptly confirmed in writing) to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder no later than (i) in the case of prepayment of a any Eurodollar Borrowing, 11:00 a.m. (Atlanta, Georgia time) not later less than 11:00 a.m., New York City time, three Business Days before the date of prior to any such prepayment, (ii) in the case of any prepayment of an ABR Revolving Borrowing or a Swingline Loanany Base Rate Borrowing, not later less than 12:00 noonone Business Day prior to the date of such prepayment, New York City and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. (Atlanta, Georgia time, ) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following Upon receipt of any such notice of prepayment relating to the Term Loansnotice, the Administrative Agent shall advise the Term Lenders promptly notify each affected Lender of the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.15(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.22. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in minimum amounts of $500,000 or larger multiples of $100,000. Each prepayment of the Term Loans a Borrowing shall be applied pro rata between ratably to the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basiscomprising such Borrowing.

Optional Prepayment. The Borrower shall have At any time prior to February 1, 2030 (six months prior to the right Sixtieth Series Stated Maturity) the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Sixtieth Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the Term Loans Sixtieth Series written notice (by first class mail or such other method as may be agreed upon by the Revolving Loans, in Company and such registered owner) of each case in an amount optional prepayment under this subsection (if I) mailed or otherwise given not less than the aggregate outstanding principal amount of such Loans) equal 30 days and not more than 60 days prior to $5,000,000 or an integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of fixed for such prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing to each such registered owner at his, her or a Swingline Loan, not later than 12:00 noon, New York City time, its last address appearing on the date of prepaymentregistry books. Each such notice shall be irrevocable and shall specify the prepayment date and Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Sixtieth Series to be prepaid on such date, the principal amount of each Borrowing or portion thereof bond held by such registered owner to be prepaid (determined in accordance with subsection (II) of this section), and the interest to be paid on the Settlement Date with respect to such principal amount being prepaid; provided that, if and shall be accompanied by a notice of prepayment is given certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with a conditional such prepayment (calculated as if the date of such notice of termination were the date of the Revolving Credit Commitments prepayment), setting forth the details of such computation. Two Business Days prior to such Settlement Date, the Company shall send to each registered owner of bonds of the Sixtieth Series (by first class mail or by such other method as contemplated by Section 2.08, then such notice of prepayment may be revoked if agreed upon by the Company and such registered owner) a certificate signed by a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified Settlement Date. As promptly as practicable after the giving of the notice and the sending of termination is revoked the certificates provided in accordance with Section 2.08this subsection, the Company shall provide a copy of each to the Corporate Trustee. Promptly following receipt of The Trustees shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the information set forth in any such notice or certificate. At any time on or after February 1, 2030, the bonds of prepayment relating the Sixtieth Series will be redeemable at the option of the Company, in whole or in part, on not less than 30 nor more than 60 days’ notice prior to the Term LoansSettlement Date, the Administrative Agent shall advise the Term Lenders at a redemption price equal to 100% of the contents of such notice. Each prepayment principal amount of the Term Loans shall be applied pro rata between the then outstanding principal amounts bonds of the Term A Loans Sixtieth Series to be redeemed, plus accrued and unpaid interest thereon to the Term B Loans Settlement Date. The bonds of the Sixtieth Series are not otherwise subject to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basisvoluntary or optional prepayment.

Optional Prepayment. The Borrower Borrowers shall have the right at any time and from time to time to prepay the Term Loans or the Revolving Loansany Borrowing, in each case whole or in an amount (if less than part upon prior written or fax notice by the aggregate outstanding principal amount of such Loans) equal to $5,000,000 or an integral amount of $1,000,000 in excess thereof Parent Borrower (or such lesser amount of any class of Loans as is then outstanding), subject telephone notice promptly confirmed by written or fax notice) to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (andAgent, not later than 12:30 p.m., 3 Business Days prior to such prepayment in the case of Eurodollar Loans or BA Rate Loans and not later than 12:30 p.m., 1 Business Day prior to such prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of ABR Loans or Canadian Base Rate Loans; provided, however, that each partial prepayment shall be in an aggregate amount of a Eurodollar Borrowingnot less than the Minimum Currency Threshold. Optional prepayments of Dollar Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Dollar Term Loans under Section 2.11(a) in the manner specified by the Parent Borrower or, if not later than 11:00 a.m., New York City time, three Business Days before so specified on or prior to the date of such optional prepayment, (ii) in direct order of maturity. Optional prepayments of Dollar Term Loans and any dollar denominated Incremental Term Loans shall be applied ratably among the outstanding Dollar Term Loans and dollar denominated Incrementalmay be applied on a non pro rata basis among the outstanding Classes of Term Loans; provided that such prepayments shall be made ratably among the Lenders of such Class in accordance with their respective Term Loans; provided further that Non-Extended Dollar Term Loans that have not been subject to an Extension pursuant to Section 2.25 shall not receive less than their pro rata share of any such prepayment made to Extended Dollar Term Loans. Optional prepayments of Euro Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Euro Term Loans under Section 2.11 in the case of prepayment of an ABR Revolving Borrowing manner specified by the Parent Borrower or, if not so specified on or a Swingline Loan, not later than 12:00 noon, New York City time, on prior to the date of such optional prepayment, in direct order of maturity. Optional prepayments of Euro Term Loans and any euro denominated Incremental Term Loans shallmay be applied ratably among the outstanding Euro Term Loans and euro denominated Incrementalon a non pro rata basis among the outstanding Classes of Term Loans; provided that such prepayments shall be made ratably among the Lenders of such Class in accordance with their respective Term Loans; provided further that Non-Extended Euro Term Loans that have not been subject to an Extension pursuant to Section 2.25 shall not receive less than their pro rata share of any such prepayment made to Extended Euro Term Loans. Each such notice shall be irrevocable and of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the relevant Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.082.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.082.09. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans All prepayments under this Section 2.12 shall be applied pro rata between subject to Section 2.16 but otherwise without premium or penalty. All Eurodollar Loan and BA Rate Loan prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the then outstanding principal amounts amount to be prepaid to but excluding the date of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basispayment.

Optional Prepayment. (a) The Borrower shall have may for any reason prepay the right Loans in respect of any Aircraft on any Payment Date, in whole at any time and or from time to time to prepay in part. Such prepayment in whole (of the Term Loans or the Revolving Loansapplicable Loan) shall be at a price, in each case in an amount (if less than addition to any other amounts payable to the Lenders hereunder and under the other Operative Documents, equal to the sum of the aggregate outstanding unpaid principal amount of the applicable Loans together with interest accrued thereon to the date of prepayment (but, for the avoidance of doubt, without any premium). Any such Loanspartial prepayment (i) equal to $5,000,000 shall be in an amount, determined by the Borrower, aggregating at least […***…] or an integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender multiple thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City timeshall include, on the date of prepayment. Each such notice shall be irrevocable and shall specify , interest accrued on the prepayment date and the principal amount of each Borrowing or portion thereof Loans to be prepaid; provided that, if a notice prepaid to the date of prepayment is given in connection with a conditional notice (but, for the avoidance of termination of the Revolving Credit Commitments as contemplated by Section 2.08doubt, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of without any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(iipremium) and (iii) shall be applied to prepay the Loans designated in the related prepayment notice provided by the Borrower pursuant to the immediately succeeding sentence. An irrevocable notice of any prepayment pursuant to this Section 2.7(a) shall be given by the Borrower to the Facility Agent in the manner specified in Section 12.1 at least four Funding Business Days prior to the date fixed for prepayment. The Facility Agent shall give prompt written notice of any notice of prepayment received from the Borrower pursuant to this Section 2.7(a) to all Lenders and the Security Trustee as soon as the Facility Agent shall have received such notice, which notice shall specify the date of prepayment and the amount to be prepaid. For the avoidance of doubt, this Section 2.7(a) shall not apply to any prepayment made pursuant to Section 2.7(b) or Section 2.8. (b) The Borrower may prepay any Lender’s Loans (whether or not the Loans held by other Lenders are then subject to prepayment) on any Business Day to the extent permitted by Section 2.3, Section 2.10, Section 2.11 or Section 2.12 at a price, in addition to any other amounts payable to such Lender hereunder and under the other Operative Documents, equal to the sum of the aggregate unpaid principal amount of such Xxxxxx’s Loans together with interest accrued thereon to the date of prepayment, plus, if payment is not made on a pro rata basis.Payment Date, Break Funding Losses, if applicable (but, for the avoidance of doubt, without any premium). An irrevocable notice of prepayment pursuant to this Section 2.7(b) shall be given by the Borrower to the affected Lender, with a copy to the Security Trustee, in the manner specified in Section 12.1 at least three Funding Business Days prior to the date fixed for prepayment and shall specify that it is a notice of prepayment pursuant to this Section 2.7(b) and the date fixed for prepayment. Section 2.8

Optional Prepayment. The At its option, Borrower shall have may prepay all or a portion of the right outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: with respect to each Advance, if such Advance amounts are prepaid in any of the first twelve (12) months following the Closing Date, 2.00%; after twelve (12) months but on or prior to twenty four (24) months following the Closing Date, 1.00%; and thereafter, at any time and from time on or prior to time to prepay the Term Loans or Loan Maturity Date (for the Revolving Loansavoidance of doubt, solely for the purposes of this clause (a), the Term Loan Maturity Date shall, at all times, be deemed to be the date set forth in the second proviso of the definition of Term Loan Maturity Date), 0.50% (each, a “Prepayment Charge”); provided that each case prepayment shall be in an a minimum principal amount (of $5,000,000 or, if less than less, the aggregate remaining outstanding principal amount of the Advances. If at any time Borrower elects to make a prepayment, and at such Loans) equal to $5,000,000 or an integral time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of $1,000,000 such prepayment in excess thereof the following order: first, to the outstanding principal amount (or such lesser and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 all principal and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify accrued interest through the prepayment date and the principal amount Prepayment Charge upon the occurrence of each Borrowing a Change in Control or portion thereof any other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders agree to be prepaid; provided thatwaive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Advances prior to the Term Loan Maturity Date. For the avoidance of doubt, if a notice of prepayment payment hereunder becomes due and payable on a day that is given in connection with not a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term LoansBusiness Day, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans due date thereof shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basisimmediately succeeding Business Day.

Optional Prepayment. The Borrower Company shall have have, and is hereby granted the right at any time and from time to time option, to prepay the Term Loans amounts payable under Section 2.3 hereof (a) to provide for the defeasance of the Bonds pursuant to Section 2.04 of the Indenture and (b) to provide for the redemption of the Bonds when and as permitted pursuant to the provisions of Article III of the Indenture. In the event the Company elects to cause a redemption of the Bonds in whole or in part pursuant to Article II(C)(1) or (2) of the Revolving LoansIndenture, in each case in an amount (if less than the aggregate outstanding principal Company shall give written notice thereof to the Issuer and the Trustee at least 40 days prior to the date selected for such redemption by the Company, which notice shall specify the redemption date and amount of such Loans) equal Bonds to $5,000,000 or an integral amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding)be so redeemed, subject to prior notice all in accordance with this Section 2.10 the Indenture, and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopyan optional redemption pursuant to Article II(C)(2) of any prepayment hereunder (i) the Indenture, shall specify that, in the case determination of prepayment the Company, one or more of the events permitting such redemption has occurred and the amount of Bonds to be redeemed as a Eurodollar Borrowingresult thereof, which determinations by the Company shall be conclusive. If less than all of the Bonds are to be called for redemption, such notice shall also identify the particular Bonds or portions thereof to be redeemed, or shall direct the Trustee to select the Bonds to be redeemed by lot, all in accordance with the Indenture. With respect to any optional redemption, the notice and election to cause the redemption of the Bonds shall be deemed rescinded, and the Bonds shall not later than 11:00 a.m.be subject to such optional redemption, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing event that the Company shall not deposit with the Trustee, on or a Swingline Loanbefore 11:00 A.M., not later than 12:00 noonLaFayette, New York City time, Louisiana time on the date of prepayment. Each fixed for such notice shall be irrevocable redemption, an amount which, when added to any moneys then on deposit in the Debt Service Fund and shall specify the prepayment date and available for such purpose, is equal to the principal amount of, premium, if any, and interest on such Bonds on the dated fixed for the redemption thereof. The Issuer agrees that, at the request of each Borrowing the Company, it will cooperate with the Company to cause the Bonds or any portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating redeemed to the Term Loans, extent permitted by the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basisIndenture.

Optional Prepayment. The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to prepay the Term Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans or and (B) on the Revolving date of prepayment of Base Rate Loans, in each case case, or such later time as is reasonably acceptable to the Administrative Agent; and (ii) any prepayment of LIBOR Loans or Base Rate Loans shall be in an amount (if less than the aggregate outstanding a minimum principal amount of such Loans) equal to $5,000,000 or an integral 500,000 or, in each case, if less, the entire principal amount of $1,000,000 in excess thereof (or such lesser amount of any class of Loans as is then outstanding), subject to prior notice in accordance with this Section 2.10 and subject to Section 2.15. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, each Swingline Lender thereof) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid; provided that, if a the Interest Period(s) of such LIBOR Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of shall be due and payable on the date specified therein; provided, that such prepayment obligation may be revoked if conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such notice of termination is revoked prepayment shall be promptly paid to the Lenders in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to the Term Loans, the Administrative Agent shall advise the Term Lenders of the contents of such notice. Each prepayment of the Term Loans shall be applied pro rata between the then outstanding principal amounts of the Term A Loans and the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basistheir respective Applicable Percentages.