Common use of Optional Prepayment Clause in Contracts

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time option to prepay any Borrowingall or at least 50% of the then-outstanding principal balance of the Term Loan, provided the Borrower (i) delivers written notice to Agent of its election to prepay the Term Loan at least ten (10) days prior to such prepayment (in the absence of a Default or Event of Default, in whole or in part, upon at least three Business Days’ prior written or fax which case no notice need be given) (or telephone notice promptly confirmed by written or fax noticesuch shorter period as the Agent may agree) in the case of Eurodollar Loansand (ii) pays, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to on the date of such prepayment in the case of ABR Loans, (A) all accrued and unpaid interest with respect to the Administrative Agent before 12:00 amount prepaid through the date the prepayment is made, plus (noonB) the amount of the Applicable Prepayment Premium, if any, plus (C) all other sums in connection with the Obligations or that otherwise shall have become due and payable hereunder in connection with the amount prepaid. Notwithstanding any other provision of this clause (d), New York City time; provided, however, that each partial prepayment shall be if on any date on which any amount of the Term Loan is repaid or prepaid as a result of administrative or clerical error in an amount exceeding the amount of the Term Loan due on or about such date, such excess payment shall not constitute a prepayment for the purposes of this clause (d) if within three (3) Business Days of the date of such payment Borrower (1) informs Agent in writing of the amount of such excess payment, and (2) certifies that is an integral multiple such excess payment was made as a result of $100,000 administrative or clerical error. Notwithstanding anything in this Agreement (including this Section 2.2(e)) to the contrary, until all of the obligations in respect of the TRG Credit Facility are paid in full in cash and not less than $1,000,000. (b) Each all of the commitments in respect thereof are terminated, no voluntary prepayment of Loans the Term Loan that would otherwise be permitted to be made pursuant to under this Section 2.11(a2.2(e) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidhereunder. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject 3.1 Except as agreed to payment in writing by the holders of a majority-in-interest of the principal amount of the Notes to any applicable premium as set forth in paragraph (b) belowsuch payment, the Borrower Company shall have not prepay all or any portion of the right at principal of or any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day interest on this Note prior to the date Maturity Date. 3.2 Provided the holders of prepayment in a majority-in-interest of the case principal amount of ABR Loansthe Notes shall have evidenced their agreement to such payment as aforesaid, to the Administrative Agent before 12:00 (noon)Company may prepay the whole, New York City time; providedor any part, howeverof the unpaid principal amount of this Note, without premium or penalty, upon the terms hereinafter set forth, and provided that each partial interest on the principal prepayment shall be in an amount that is an integral multiple paid concurrently therewith. Notices of $100,000 intended prepayment shall be given by the Company by mail and shall be mailed to the holder of this Note not less than $1,000,000. (b) Each prepayment 30 days from the date fixed for prepayment. The giving of Loans made pursuant to Section 2.11(a) such notice by the Company shall be made together with a prepayment premium not in an amount equal to (i) if such prepayment is made prior to any way affect the first anniversary rights of the Closing Dateholder of this Note under Section 7 hereof. In case this Note is intended to be prepaid in part only, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment dateprincipal amount hereof to be prepaid; and, in such case, the principal amount of each Borrowing (this Note shall be prepaid in an amount proportionate to the principal amount of all Notes so prepaid. Upon giving of notice of prepayment as aforesaid, and subject to agreement thereto by the holder of this Note, this Note or portion thereof) to be prepaidthereof so specified for prepayment shall on the prepayment date specified in such notice become due and payable, shall be irrevocable and from and after the prepayment date so specified (unless the Company shall default in making such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayedprepayment) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount of this Note or portion hereof so specified for prepayment shall cease to accrue, and the principal of this Note or portion thereof so specified for prepayment shall be prepaid to but excluding paid by the date of paymentCompany at the prepayment price aforesaid.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowingit, in whole or in part, subject to Section 3.11, without premium or penalty, upon at least three Business Days’ prior written or fax irrevocable notice by the Borrower to the Administrative Agent (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar LoansEurocurrency Loans outstanding), or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior Day’s irrevocable notice by the Borrower to the date of prepayment Administrative Agent (in the case of ABR Loans outstanding). Such notice shall specify, in the case of any prepayment of Term Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial date and amount of prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such whether the prepayment is made prior to the first anniversary of the Closing DateEurocurrency Loans, 2.00%ABR Loans or a combination thereof, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%and, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment dateif a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each Borrowing (or portion affected Lender thereof) to be prepaid, shall be irrevocable (unless . If any such notice is expressly conditioned upon given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Section 3.11 and accrued interest to such date on the amount prepaid; provided that, notwithstanding anything to the contrary in this Section 3.4(a), the Borrower may rescind any notice of prepayment under this Section 3.4(a), if such prepayment would have resulted from a refinancing of the Credit this Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed. Partial prepayments of the Term Loans pursuant to this Section 3.4(a) and shall commit be applied to such installment or installments thereof at the Borrower to prepay such Borrowing by may elect; provided that, notwithstanding the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to foregoing, any Term Loan may be prepaid to but excluding the date of paymentin its entirety.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing (other than a Competitive Borrowing), in whole or in part, upon at least three Business Days’ ' prior written or fax telecopy notice (or telephone notice promptly confirmed by written or fax telecopy notice) in the case of Eurodollar Loans, or written or fax telecopy notice (or telephone notice promptly confirmed by written or fax telecopy notice) at least one Business Day prior to on the date day of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,00010,000,000. The Borrower shall not have the right to prepay any Competitive Borrowing. (b) Each prepayment In the event of any termination of all the Commitments, the Borrower shall repay or prepay all its outstanding Revolving Credit Borrowings on the date of such termination. If as a result of any partial reduction of the Commitments the sum of the Aggregate Revolving Credit Exposure and the aggregate outstanding principal amount of the Competitive Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium at the time would exceed the Total Commitment after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in an amount equal sufficient to (i) if eliminate such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidexcess. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 (other than prepayment of an ABR Loan that does not occur in connection with, or as a result of, the reduction or termination of the Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Each Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax telecopy notice (or telephone notice promptly confirmed by written or fax telecopy notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City timetime (i) in the case of any prepayment of a Eurodollar Borrowing, at least three Business Days prior to the date designated for such prepayment or (ii) in the case of any prepayment of an ABR Borrowing, on the date of such prepayment; provided, however, that each partial prepayment shall be in an amount that is (x) in the case of any partial prepayment of a Eurodollar Borrowing, an integral multiple of $100,000 1,000,000 and not less than $1,000,0005,000,000 or (y) in the case of any partial prepayment of an ABR Borrowing, an integral multiple of $1,000 and not less than $100,000. (b) Each prepayment In the event of Loans made pursuant to Section 2.11(a) any termination of all the Commitments, each Borrower shall be made repay or prepay all its outstanding Borrowings on the date of such termination, together with a prepayment premium in an amount equal accrued interest to but excluding the date of such payment. In the event of any partial reduction of the Commitments, then (i) if such prepayment is made at or prior to the first anniversary effective date of such reduction or termination, the Administrative Agent shall notify the Borrowers and the Lenders of the Closing Date, 2.00%, Aggregate Credit Exposure after giving effect thereto and (ii) if the Aggregate Credit Exposure would exceed the Total Commitment after giving effect to such prepayment is made reduction or termination, then the Borrowers shall, on the date of such reduction or after the first anniversary of the Closing Date but prior termination, repay or prepay Borrowings in an amount sufficient to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaideliminate such excess. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.11 (other than prepayments of ABR Loans prior to the Maturity Date) shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject Upon five (5) days prior written notice to payment of any applicable premium as set forth in paragraph (b) belowthe Holder, the Borrower shall have the right at any time and from time to time to Company may prepay any Borrowing, this Note in whole or in part; provided that unless otherwise directed by the Holder any such prepayment will be applied (i) first to the payment of expenses due under this Note, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax noticeii) in second to the case aggregate Initial Interest Component accrued but unpaid up to the date of Eurodollar Loansprepayment, or written or fax notice (or telephone notice promptly confirmed by written or fax noticeiii) at least one Business Day prior third to the Ongoing Interest Component accrued but unpaid up to the date of prepayment in and (iv) fourth, if the case amount of ABR Loansprepayment exceeds the amount of all such expenses and accrued but unpaid interest, to the Administrative Agent before 12:00 (noon)payment of then outstanding principal of this Note, New York City time; provided, however, that each partial with a prepayment shall deemed to be in an amount that is an integral multiple applied to the principal component of $100,000 the last Quarterly Payment then due and not less than $1,000,000owing on this Note. (b) Each Furthermore, concurrently with any prepayment of Loans made pursuant to Section 2.11(a4(a) of this Note, the Company will recalculate the Initial Interest Component, the Principal Component and the Ongoing Interest Component if and as necessary to keep the remaining payment schedule consistent with the original payment structure of this Note (i.e., interest shall accrue on the outstanding principal for the first three (3) years; then, beginning with the third anniversary of this Note and every quarter thereafter, one-twentieth (1/20th) (or such larger fraction if Quarterly Payments have been eliminated in accordance with Section 4(a)(iv) of this Note) of such principal plus such interest which has accrued during such first three (3) years, together with ongoing interest calculated from Quarterly Payment to Quarterly Payment, shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior paid to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidHolder). (c) Each notice of prepayment shall specify the prepayment dateUpon such recalculation, the principal amount of each Borrowing Company shall promptly send the Holder a written schedule (or portion thereofthe “Revised Payment Schedule”) to be prepaiddetailing the remaining Quarterly Payments, including the amounts which represent (i) the Principal Component, (ii) the Initial Interest Component and (iii) the Ongoing Interest Component, and thereafter the Company shall be irrevocable (unless make Quarterly Payments on this Note in accordance with such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentRevised Payment Schedule.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0005,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify (i) the prepayment date, (ii) the principal amount of each Borrowing (or portion thereof) to be prepaid and (iii) the Class of Loans to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case provided that such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayedconditioned on receiving the proceeds of any refinancing) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 2.12(a) shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12(a) (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The Company shall have the right right, at any time and from time to time at its sole option and election, without penalty or premium, to prepay any Borrowingthe Notes (an "Optional Prepayment"), in whole or in part, upon at least three Business Days’ prior written or fax on not less than 5 days' notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in prepayment, which must be a Business Day (any such date an "Optional Prepayment Date"). On or before December 31, 2001 the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment Company shall be deemed to have prepaid the Notes in an amount that is an integral multiple full by payment of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to the excess of the outstanding principal amount of the Notes as of the date of the Optional Prepayment Date (i) if such prepayment is made prior plus an amount equal to all accrued and unpaid interest thereon to the first anniversary Optional Prepayment Date) over $6 million (the "2001 Optional Prepayment Price"). After December 31, 2001, but on or before December 31, 2002, the Company shall be deemed to have prepaid the Notes in full by payment of an amount equal to the excess of the Closing outstanding principal amount of the Notes as of the date of the Optional Prepayment Date (plus an amount equal to all accrued and unpaid interest thereon, to the Optional Prepayment Date, 2.00%) over $3 million (the "2002 4 4 Optional Prepayment Price"). By way of example, and (ii) not limitation, if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the $110 million aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment dateNotes are outstanding, then at any time prior to December 31, 2001, the principal Company may prepay and satisfy all of its obligations under the Notes by payment of an aggregate amount of each Borrowing (or portion thereof) equal to be prepaid$104 million, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by plus accrued and unpaid interest on the Notes to the Optional Prepayment Date. By acceptance of this Note, the Holder agrees that payment by the Company of the 2001 Optional Prepayment Price or the 2002 Optional Prepayment Price, as the case may be shall, to the extent that it results in a payment of less than the full aggregate outstanding principal amount of the Notes, constitute an adjustment to the Exchange Consideration issued by the Company in connection with the transactions contemplated by the Merger Agreement and shall not be prepaid deemed to but excluding constitute the date forgiveness of paymentindebtedness.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written written, fax or fax notice electronic communication (e-mail) (or by telephone notice promptly confirmed by written written, fax or fax noticeelectronic communication (e-mail)) delivered to the Administrative Agent by (i) 3:00 p.m. (Standard Time) at least three Business Days prior to the date designated for such prepayment, in the case of Eurodollar Loansany prepayment of a Eurocurrency Borrowing, or written or fax notice (or telephone notice promptly confirmed by written or fax noticeii) at least one Business Day prior to 1:00 p.m. (Standard Time) on the date of designated for such prepayment in the case of any prepayment of an ABR Loans, to the Administrative Agent before 12:00 (noon), New York City timeBorrowing; provided, however, that each partial prepayment shall be in an amount that is a minimum amount of $500,000 or an integral multiple of $100,000 in excess thereof. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.11 and not less than $1,000,000of each Lender’s portion of such prepayment. (b) Each prepayment of Loans made pursuant The Borrower may, upon notice to Section 2.11(a) shall be made together the Swing Line Lender (with a prepayment premium in an amount equal to (i) if such prepayment is made prior copy to the first anniversary Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (Standard Time) on the date of the Closing Date, 2.00%prepayment, and (iiB) if any such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, shall be in each case of the aggregate a minimum principal amount of Loans being prepaid$100,000. (c) Each notice of prepayment shall specify (i) the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall (ii) the prepayment date and (iii) the Type of Loans to be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) repaid and shall commit the Borrower to prepay such Borrowing obligations by the amount stated specified therein on the date stated specified therein. All prepayments under pursuant to this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.15, but shall otherwise be without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Each Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax facsimile notice (or telephone notice promptly confirmed by written or fax facsimile notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City timetime (i) in the case of any prepayment of a Eurodollar Borrowing, at least three Business Days prior to the date designated for such prepayment or (ii) in the case of any prepayment of an ABR Borrowing, on the date of such prepayment; provided, however, that each partial prepayment shall be in an amount that is (x) in the case of any partial prepayment of a Eurodollar Borrowing, an integral multiple of $100,000 1,000,000 and not less than $1,000,0005,000,000 or (y) in the case of any partial prepayment of an ABR Borrowing, an integral multiple of $1,000 and not less than $100,000. (b) Each prepayment In the event of Loans made pursuant to Section 2.11(a) a termination of all the Commitments, each Borrower shall be made repay or prepay all of its outstanding Borrowings on the date of such termination, together with a prepayment premium in an amount equal accrued interest to but excluding the date of such payment. In the event of any partial reduction of the Commitments, then (i) if such prepayment is made at or prior to the first anniversary effective date of such reduction or termination, the Administrative Agent shall notify the Borrowers and the Lenders of the Closing Date, 2.00%, Aggregate Credit Exposure after giving effect thereto and (ii) if the Aggregate Credit Exposure would exceed the Total Commitment after giving effect to such prepayment is made reduction or termination, then the Borrowers shall, on the date of such reduction or after the first anniversary of the Closing Date but prior termination, repay or prepay Borrowings in an amount sufficient to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaideliminate such excess. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.11 (other than prepayments of ABR Loans prior to the Maturity Date) shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment repayment in full of any applicable premium as set forth in paragraph (b) belowSenior Indebtedness, the Borrower shall have Company may prepay (each, an “Optional Prepayment”) the right Note in whole or in part at any time and or from time to time by paying the Holder in cash by wire transaction of immediately available funds equal to prepay 100% of the Note Amount being prepaid provided plus any Borrowing, in whole or in part, upon at least three Business Days’ prior interest then accrued thereon. The Company may exercise its right to require Optional Prepayment under this Section 8 by delivering a written or fax notice (or telephone notice promptly confirmed thereof by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior electronic mail and overnight courier to the date of prepayment in the case of ABR LoansHolder and all, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and but not less than $1,000,000. all, of the holders of the Other Notes (b) an “Optional Prepayment Notice” and the date all of the holders of the Notes received such notice is referred to as the “Optional Prepayment Notice Date”). Each prepayment of Loans made pursuant to Section 2.11(a) Optional Prepayment Notice shall be made together with a prepayment premium in an amount equal to irrevocable. Each Optional Prepayment Notice shall (i) if such prepayment is made prior to state the first anniversary of date on which the Closing Optional Prepayment shall occur (the “Optional Prepayment Date”), 2.00%which date shall not be less than two (2) Business Days following the applicable Optional Prepayment Notice Date, and (ii) if such prepayment is made on or after state the first anniversary aggregate Note Amount of the Closing Date but prior Notes which the Company has elected to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) Optional Prepayment from the Holder and all of the other holders of the Other Notes pursuant to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued 8 (and unpaid interest analogous provisions under the Other Notes) on the principal amount related Optional Prepayment Date. If the Company elects to be prepaid cause an Optional Prepayment pursuant to but excluding this Section 8, then it must simultaneously take the date of paymentsame action in the same proportion with respect to the Other Notes.

Optional Prepayment. From the Restatement Date through February 11, 2011, the Company may, in its sole and absolute discretion, any time and from time to time, upon at least three (a3) Trading Days prior written notice to the Holder certifying that the Company and the Subsidiary Note Parties shall have unrestricted cash and Permitted Investments of not less than $10,000,000 (or such lesser amount as the Majority Holders shall reasonably agree) in the aggregate after giving effect to the contemplated prepayment, prepay (any date on which a prepayment is made, a “Prepayment Date”) up to an aggregate of 20% of the Original Principal Amount under this Note and the Other Notes in cash at a price equal to 100% of such Principal plus an amount equal to the Interest Amount with respect to such prepaid Principal that is due through and including the Prepayment Date. Subject to payment of any applicable premium as set forth in paragraph (b) belowSections 5 and 9, the Borrower shall have Company may not otherwise prepay all or any portion of the right Principal due under this Note (or principal under any Other Notes) prior to August 11, 2011. On or after August 11, 2011, the Company may, at any time and from time to time to prepay any Borrowing, in whole or in parttime, upon at least three Business Days’ twenty (20) Trading Days prior written notice to Holder, prepay all or fax notice (or telephone notice promptly confirmed by written or fax notice) any portion of the Principal outstanding under this Note in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) cash at least one Business Day prior a price equal to the date sum of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (bi) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (ix) 107.5% of such Principal if such prepayment is made the Prepayment Date occurs on or after August 11, 2011 but prior to August 11, 2012, (y) 103.75% of such Principal if the first anniversary Prepayment Date occurs on or after August 11, 2012 but prior to August 11, 2013, or (z) 100% of such Principal if the Closing DatePrepayment Date occurs on or after August 11, 2.00%, and 2013 plus (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior an amount equal to the second anniversary Interest Amount with respect to such prepaid Principal through and including the Prepayment Date. Any optional prepayment of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 Note shall be accompanied by accrued and an optional prepayment of each Other Note then outstanding on a pro rata basis in accordance with the respective unpaid interest on principal amounts thereof at the principal amount to be prepaid to but excluding the date time of paymentsuch prepayment.

Optional Prepayment. of the Notes with Make-Whole Amount. None of the Notes may be prepaid except as required or permitted by Section 3.4, this Section 3.5, Section 3.6 or Section 6.2. The Issuer may prepay the Notes in accordance with this Section 3.5 on any Payment Date. (a) Subject to payment The Issuer may, upon notice as provided in Section 3.5(b), prepay all of any applicable premium as set forth in paragraph (b) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing, Notes in whole or in part, upon at least three Business Days’ prior written or fax notice in multiples of One Million Dollars (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon$1,000,000), New York City time; providedtogether with all interest accrued on the amount so prepaid plus the Make-Whole Amount, howeverif any, that each partial determined for the prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000date with respect to such principal amount. (b) Each The Issuer will give (or cause to be given) notice of any optional prepayment of Loans made pursuant the Notes to Section 2.11(athe Trustee and to each holder of the Notes not less than thirty (30) shall be made together with a prepayment premium in an amount equal to days nor more than sixty (60) days before the date fixed for prepayment, specifying (i) if such date, (ii) the Section of this Indenture under which such prepayment is made prior to be made, (iii) the first anniversary principal amount of such holder's Notes to be prepaid on such date, in the Closing Date, 2.00%case of partial prepayments, and (iiiv) the interest to be paid on the prepayment date with respect to such principal amount being prepaid and shall be accompanied by a certificate of a Responsible Officer as to the estimated Make-Whole Amount, if any, due in connection with such prepayment is made on or after (calculated as if the first anniversary date of such notice were the date of the Closing Date but prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the second anniversary Issuer shall deliver to the Trustee and each holder of Notes a certificate of a Responsible Officer specifying in reasonable detail the calculation of such Make-Whole Amount as of the Closing Datespecified prepayment date. Notice of prepayment having been so given, 1.00%, in each case of the aggregate principal amount of Loans being prepaidthe Notes specified in such notice, together with the Make-Whole Amount, if any, and accrued interest on such principal amount shall become due and payable on the specified prepayment date. (c) Each notice Upon any partial prepayment of prepayment shall specify the prepayment dateNotes, the principal amount of each Borrowing (or portion thereof) to be prepaid, so prepaid shall be irrevocable allocated to all Notes at the time Outstanding in proportion to the respective outstanding principal amounts thereof, with adjustments to avoid fractions of one dollar (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment$1).

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0003,000,000. (b) Each Optional prepayments of Term Loans shall be applied as directed by the Borrower, and if no such direction is provided, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11, provided that no prepayment of the Extended Term Loans shall be made pursuant to this Section 2.11(a) unless the remaining Non-Extended Term Loans, if any, shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidprepaid at least ratably. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (ai) Subject to payment of any applicable premium as set forth in paragraph (b) belowSection 2.11(j), the Borrower shall have the right at any time and from time to time to prepay the Term Loans (which shall be applicable towards the outstanding Initial Term Loans, 2016 Term Loans and 2016 Acquisition Term Loans (and, with respect to any BorrowingIncremental Loans, only to the extent agreed pursuant to Section 2.23(d)(iv)) on a pro rata basis), in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in 100% of the case of Eurodollar Loansprincipal amount so prepaid, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior plus, with respect to the date of prepayment in Initial Term Loans and, the case of ABR 2016 Term Loans and 2016 Acquisition Term Loans only (but such Applicable Prepayment Premium shall not apply to any Incremental Loans, to the Administrative Agent before 12:00 (noon), New York City time; the Applicable Prepayment Premium in respect of the principal amount so prepaid (provided, however, that each partial prepayment shall be in a principal amount that is an integral multiple of $500,000 and not less than $1,000,000, in each case, unless the remaining outstanding amount of the Initial Term Loans or, the 2016 Term Loans or 2016 Acquisition Term Loans, as applicable, is less than such amount). (ii) The Borrower shall have the right at any time and from time to time to prepay all or any portion of Revolving Loans or other Obligations (other than the Term Loans, which are covered by Section 2.10(a)(i) above), without premium or penalty; provided, however, that (x) each partial prepayment of the Revolving Loans shall be in an amount that is an integral multiple of $100,000 50,000 and not less than $1,000,000100,000 (in each case, unless the remaining outstanding amount of Revolving Loans is less than such amount) and (y) the Borrower shall give the Administrative Agent one Business Day’s prior written notice of such prepayment of the Revolving Loans; provided that such notice may be contingent on the satisfaction of certain conditions set forth therein, and such notice shall be deemed revoked if the conditions set forth therein are not satisfied within the time periods set forth in such notice for the satisfaction thereof (or are waived in writing by the Borrower). (b) Each The Borrower will give at least 3 Business Days’ prior written notice of each optional prepayment of the Term Loans made pursuant under this Section 2.10 to Section 2.11(a) the Administrative Agent. Each such notice shall specify the prepayment date, the aggregate principal amount of the Term Loans to be made together prepaid on such date, and the interest to be paid on the prepayment date with a prepayment premium in an respect to such principal amount equal being prepaid, and, solely to (i) if the extent any such prepayment is made prior to the first third anniversary of the Closing Date, 2.00%, and (ii) if shall be accompanied by a certificate of a Financial Officer of the Borrower as to the estimated Applicable Prepayment Premium due in connection with such prepayment is made on or after (calculated as if the first anniversary date of such notice were the date of the Closing Date but prior to prepayment), setting forth the second anniversary details of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each such computation. Such notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing the Term Loans by the amount stated therein on the date stated therein; provided that such notice may be contingent on the satisfaction of certain conditions set forth therein, and such notice shall be deemed revoked if the conditions set forth therein are not satisfied within the time periods set forth in such notice for the satisfaction thereof (or are waived in writing by the Borrower). All prepayments under this Section 2.11 2.10 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty2.13. All prepayments under this Section 2.11 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, but, for the avoidance of doubt, no Applicable Prepayment Premium shall be paid or due (i) on any interest (other than, for the avoidance of doubt, PIK Interest on the Initial Term Loans and, the 2016 Term Loans and 2016 Acquisition Term Loans that has been capitalized and added to principal of such Initial Term Loans, 2016 Term Loans or 2016 Acquisition Term Loans, as applicable) or amounts other than the principal amount of the Initial Term Loans, 2016 Term Loans or 2016 Acquisition Term Loans so prepaid, (ii) on the proceeds of a Cure Contribution or Cure Securities that are used to prepay the Loans, (iii) on any principal of, or other amounts related to, the Revolving Loans in accordance with Section 2.10(a)(ii) or Incremental Loans or (iv) on any Revolving Loan Commitments, 2016 Term Loan Commitments , or 2016 Acquisition Term Loan Commitments or Incremental Commitments that are reduced or terminated. Subject to Section 2.11(j), each prepayment pursuant to this Section 2.10 in respect of the Initial Term Loans and, the 2016 Term Loans and 2016 Acquisition Term Loans (and, with respect to any Incremental Loans, only to the extent agreed pursuant to Section 2.23(d)(iv)) shall be applied pro rata among such Term Loans. (c) Notwithstanding anything herein to the contrary, the Borrower shall repay in full, without penalty or premium, all Revolving Loans, together with all accrued and unpaid interest thereon, and the Revolving Loan Commitments of all RL Lenders shall automatically terminate and be reduced to zero, in each case, on the date of any repayment or prepayment (optional, mandatory or otherwise) of all of the Term Loans in full.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0003,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied as directed by the Borrower, and if no such direction is provided, pro rata against the remaining scheduled installments of principal due in an amount equal to (i) if such prepayment is made prior to the first anniversary respect of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Term Loans being prepaidunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment At its option, Borrower may prepay all or a portion of any applicable premium as set forth in paragraph (b) below, the Borrower shall have outstanding Advances by paying the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice entire principal balance (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noonsuch portion thereof), New York City time; providedall accrued and unpaid interest thereon, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount charge equal to (i) the following percentage of the Advance amount being prepaid: with respect to each Advance, if such prepayment is made prior to Advance amounts are prepaid in any of the first anniversary of twelve (12) months following the Closing Date, 2.00%, and ; after twelve (ii12) if such prepayment is made months but on or after the first anniversary of the Closing Date but prior to the second anniversary of twenty four (24) months following the Closing Date, 1.00%; and thereafter, at any time on or prior to the Term Loan Maturity Date (for the avoidance 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 each case the second proviso of the aggregate definition of Term Loan Maturity Date), 0.50% (each, a “Prepayment Charge”); provided that each prepayment shall be in a minimum principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date$5,000,000 or, if less, the remaining outstanding principal amount of each Borrowing (or portion thereof) the Advances. If at any time Borrower elects to be prepaidmake a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be irrevocable determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (unless such notice 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 expressly conditioned upon paid in full. ▇▇▇▇▇▇▇▇ agrees that the Prepayment Charge is a refinancing reasonable calculation of the Credit FacilityLenders’ 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 all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in which case such notice may be rescinded 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 such refinancing shall a payment hereunder becomes due and payable on a day that is not be consummated or shall otherwise be delayed) and shall commit a Business Day, the Borrower to prepay such Borrowing by the amount stated therein on the due date stated therein. All prepayments under this Section 2.11 thereof shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentimmediately succeeding Business Day.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to may prepay any Borrowing, this Installment Note in whole or in partpart for cash at 100% of the Principal Sum or portion thereof prepaid, upon plus accrued but unpaid interest, if any, to, but not including, the prepayment date, plus the Breakage Amount (if any) as follows: (i) at least three Business Days’ prior written any time on or fax notice after October 1, 2023 (which date shall be modified as agreed by the Borrower and Holder in connection with an extension pursuant to Section 2(b)) or telephone notice promptly confirmed by written or fax notice(ii) at any time in the case event MeadWestvaco Corporation or one of Eurodollar Loansits wholly-owned Subsidiaries ceases to be the sole beneficial and legal owner of this Installment Note (excluding, for the avoidance of doubt, any pledge of this Installment Note to one or written more Eligible Assignees); or (b) At any time during the 180-day period following receipt by the Borrower of notice from Holder that Holder intends to withhold its consent to any amendment or fax notice waiver of this Installment Note that was requested by the Borrower and approved by any Eligible Assignees (or, as applicable, the requisite majority of financing sources for whom an Eligible Assignee serves as agent or telephone notice promptly confirmed by written or fax noticetrustee) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 which this Installment Note has been pledged (noonan “Optional Prepayment Event”), New York City timethe Borrower may prepay this Installment Note in whole but not in part for cash at 100% of the Principal Sum, plus accrued but unpaid interest, if any, to, but not including, the prepayment date, plus the Breakage Amount (if any); provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made the Borrower’s right to prepay the Note pursuant to Section 2.11(athis paragraph 4(b) shall be made together with a prepayment premium in terminate upon the 181st day after an amount equal Optional Prepayment Event shall have occurred. The Borrower shall not otherwise have the right to (i) if such prepayment is made prepay this Installment Note unless Holder shall have granted its prior to the first anniversary of the Closing Datewritten consent, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice consent may be rescinded if such refinancing shall not be consummated given or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentwithheld at ▇▇▇▇▇▇’s sole discretion.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The Borrowers shall have the right at any time time, and from time to time time, to prepay any Borrowingthe Loans, in whole or in part, upon at least not fewer than three (3) Business Days’ ' prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in to the case of Eurodollar LoansAdministrative Agent; provided, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day that any optional prepayment prior to the date of prepayment in the case of ABR Loans, Conversion Date shall be subject to receipt by the Administrative Agent before 12:00 (noon)of satisfactory evidence, New York City time; provided, howevercertified by the Borrowers and confirmed by the Independent Engineer, that sufficient funds will be available to achieve the Commercial Operation Date for each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000Plant with respect to which Commitments remain outstanding. (b) Each Any partial prepayment of the Loans made pursuant to Section 2.11(a) shall be made together with in a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal minimum amount of Loans being prepaidfive hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof. (c) Each notice of prepayment given by the Borrowers under this Section 3.09 shall specify the prepayment date, the portion of the principal amount of each Borrowing (or portion thereof) the Loans to be prepaid, prepaid and whether such prepayment shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated applied to Construction Loans or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated thereinTerm Loans and/or Working Capital Loans. All prepayments under this Section 2.11 3.09 shall be subject made by the Borrowers to paragraph (b) above (if applicable) the Administrative Agent for the account of the applicable Lenders and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of paymentpayment and by any additional amounts required to be paid under Section 4.05 (Funding Losses). (d) Amounts of principal prepaid under this Section 3.09 shall: (i) in the case of prepayments on the Construction Loans, be allocated by the Administrative Agent pro rata between the Tranche A Loans and the Tranche B Loans based on their respective outstanding principal amounts on the date of such prepayment (and then pro rata between the In-Progress Plant 1 Construction Loans, In-Progress Plant 2 Construction Loans, Greenfield Plant 1 Construction Loans, Greenfield Plant 2 Construction Loans and Greenfield Plant 3 Construction Loans of such Tranche then outstanding); (ii) in the case of partial prepayments on the Term Loans, be applied by the Administrative Agent pro rata between the Tranche A Loans and the Tranche B Loans based on their respective outstanding principal amounts on the date of such prepayment (and then on a pro rata basis to the remaining outstanding installments of principal of the Term Loans of each such Tranche); and (iii) in the case of any prepayment of the Working Capital Loans, shall be applied (A) first, to repay outstanding amounts of the Working Capital Loans and (B) second, at the Borrowers' option, to reduce the Working Capital Loan Commitment by depositing an amount equal to such reduction in the Working Capital Reserve Account. (e) Any optional prepayment of Tranche B Loans (i) on or prior to the first anniversary of the Conversion Date shall be made at one hundred two percent (102%) of the principal amount of the Tranche B Loans being prepaid at such time; (ii) after the first anniversary of the Conversion Date and until the second anniversary of the Conversion Date, shall be made at one hundred one percent (101%) of the principal amount of the Tranche B Loans being prepaid at such time; and (iii) thereafter, any optional prepayment of the Tranche B Loans shall be made without penalty or premium. (f) Amounts prepaid pursuant to this Section 3.09 (other than pursuant to Section 3.09(d)(iii)(A)) may not be reborrowed.

Optional Prepayment. At any time after nine months from the date hereof, provided that the Registration Statement (ahereinafter defined) Subject to payment is effective and available for sales of any applicable premium as set forth in paragraph Registrable Securities (bhereinafter defined) belowthereunder, the Borrower shall have the right Company may at any time and from time to time to prepay any Borrowinghereafter prepay, in whole without premium or in partpenalty, upon at least three Business Days’ prior written or fax notice all (or telephone notice promptly confirmed by written or fax noticebut not less than all) in of the case outstanding principal amount of Eurodollar Loansthe Debentures (including, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior for this purpose, the Accrued Interest Debentures), together with interest accrued on such prepaid amount to the date of prepayment payment; provided (i) the average closing price of the Company's Common Stock on days the Common Stock traded during the 120-day period immediately preceding the date of the notice provided for in the case of ABR Loans, to the Administrative Agent before 12:00 paragraph (noon), New York City time; provided, however, that each partial prepayment c) hereinbelow shall be in an amount that is an integral multiple of $100,000 and have been not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%5.00, and (ii) if such prepayment is made on or after the first anniversary closing price of the Closing Date but prior to the second anniversary Common Stock for each of the Closing Date30 trading days immediately preceding the date of such notice shall have been not less than $5.00, 1.00%, adjusted in each case for stock splits, stock dividends or other similar transactions affecting the price of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, Common Stock. All such prepayments shall be irrevocable (unless such notice is expressly conditioned upon a refinancing applied pro rata to all of the Credit FacilityDebentures. At the option of the Holder, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein interest accrued on the prepaid amount to the date stated therein. All prepayments under this Section 2.11 of payment shall be subject to paragraph paid either (a) in cash or (b) above (if applicable) and by the issuance by the Company to the Holder of shares of Common Stock into which Accrued Interest Debentures would be convertible pursuant to Section 2.15 but otherwise without premium or penalty6 hereof if Accrued Interest Debentures had been issued to the Holder on such date in payment of such interest and such Accrued Interest Debentures were converted by the Holder immediately thereafter. All prepayments under this Section 2.11 Unless the Holder gives the Company not less than 10 days' prior written notice of the exercise of such option, the Holder shall be accompanied by accrued and unpaid deemed to have irrevocably elected to receive payment of such interest in cash. Any exercise or deemed exercise of such option shall be binding on the principal amount to be prepaid to but excluding the date any subsequent Holder of paymentthis Debenture.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, except in the case of a Repricing Event (as defined below), upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one on the same Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 500,000 and not less than $1,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a2.12(a) shall be made together allocated among the Classes of outstanding Term Loans as specified by the Borrower and applied against the remaining scheduled installments of principal due in respect of such Term Loans under Section 2.11 as directed by the Borrower (or, in the absence of such direction, in direct order of maturity). (c) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Term Loans, Holdings, the Borrower or any Restricted Subsidiary may repurchase outstanding Term Loans through Dutch auctions open to all Lenders holding Term Loans and/or open market purchases pursuant to this Section 2.12(c) on the following basis: (i) Holdings, the Borrower or any Restricted Subsidiary may conduct one or more Dutch auctions in compliance with the terms and conditions set forth in this Section 2.12(c)(i) (each such Dutch auction, an “Auction”) to repurchase all or any portion of the Term Loans: (A) To commence any Auction, Holdings, the Borrower or the relevant Restricted Subsidiary shall provide written notice to the Administrative Agent (for distribution to the Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 with minimum increments of $1,000,000 (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (B) In connection with any Auction, each Term Lender may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a prepayment premium notice of participation (the “Return Bid”), which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a price reflecting a discount to par that must be expressed as a price (the “Reply Discount Price”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or in an amount equal to the Term Lender’s entire remaining amount of such Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Affiliated Lender Assignment and Assumption; (C) Based on the Reply Discount Prices and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount Price for which Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Borrower shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount Price. Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with a Reply Discount Price reflecting a discount from par that is equal to or greater than that of the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due; (D) Once initiated by an Auction Notice, Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable; and (E) The repurchases by Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, of Term Loans in an Auction pursuant to this Section 2.12(c) (i) if such prepayment is made prior shall be subject to the first anniversary following conditions: (1) the Auction is open to all Term Lenders on a pro rata basis, (2) no Event of Default has occurred or is continuing or would result therefrom, (3) Holdings, the Closing DateBorrower or the relevant Restricted Subsidiary, 2.00%as applicable, shall execute an Affiliated Lender Assignment and Assumption with each Lender selling any Term Loans in the relevant Auction, (4) [intentionally omitted], (5) any Term Loans repurchased pursuant to this Section 2.12(c) shall be automatically and permanently canceled upon acquisition thereof by Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, and (6) none of Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, shall use the proceeds of Revolving Loans to make any such repurchase; and (ii) if such prepayment is made on Holdings, the Borrower or after the first anniversary any Restricted Subsidiary may conduct one or more open market purchases of all or any portion of the Closing Date but prior Term Loans without the consent of the Administrative Agent to such purchase subject to the second anniversary following conditions: (1) as of the Closing Datedate of entry into a binding agreement with respect to the relevant open market purchase, 1.00%no Default or Event of Default has occurred or is continuing or would result therefrom, (2) Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, shall execute an Affiliated Lender Assignment and Assumption with each Lender selling any Term Loans in each case the relevant open market purchase, (3) [intentionally omitted], (4) any Term Loans repurchased pursuant to this Section 2.12(c) shall be automatically and permanently canceled upon acquisition thereof by Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, and (5) none of Holdings, the aggregate principal amount Borrower or the relevant Restricted Subsidiary, as applicable, shall use the proceeds of Revolving Loans being prepaidto make any such repurchase. (cd) Each notice of prepayment shall specify (i) the prepayment date, (ii) the principal amount of each Borrowing (or portion thereof) to be prepaid, prepaid and (iii) the Class of Loans to be prepaid and the scheduled installment or installments of principal to which such prepayment is to be applied. Each such notice shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) Section 2.16 and to Section 2.15 but otherwise without premium other than prepayments of ABR Revolving Loans that are not made in connection with the termination or penalty. All prepayments under this Section 2.11 permanent reduction of the Revolving Credit Commitments, shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (e) In the event that on or prior to the date that is six months after the Closing Date, (i) all or a portion of the Term Loans funded on the Closing Date are prepaid in a Repricing Event (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.13(d) that constitutes a Repricing Event) or (ii) a Term Lender is deemed a Non-Consenting Lender and must assign its Term Loans funded on the Closing Date pursuant to Section 2.21 in connection with any waiver, amendment or modification that constitutes a Repricing Event, then, in each case, the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the Borrower equal to 1.00% of the principal amount of such Term Loans repaid or assigned in connection with such Repricing Event, on the date of such Repricing Event. Such fee shall be paid by the Borrower to the Administrative Agent, for the account of the applicable Lenders of the applicable Class, on the date of such Repricing Event. For the purpose of this Section 2.12(e), (A) “Repricing Event” shall mean each of (1) the refinancing of all or a portion of the Term Loans funded on the Closing Date with the proceeds of any syndicated term loans secured on a pari passu basis with the Term Loans funded on the Closing Date (including any Replacement Term Loans) incurred by any Loan Party having a Yield (as determined on the date of initial incurrence thereof) that is less than the Yield (as determined on such date) applicable to the Term Loans so refinanced and (2) any amendment, waiver or other modification of or to this Agreement that has the effect of reducing the Yield applicable to the Term Loans funded on the Closing Date; provided that, in each case of clauses (1) and (2), (x) the primary purpose of such refinancing or amendment, waiver or other modification is to reduce the Yield applicable to the Term Loans funded on the Closing Date and (y) in no event shall any such refinancing or amendment, waiver or other modification consummated in connection with a Change in Control, Qualified Public Offering or Transformative Acquisition constitute a Repricing Event and (B) “Transformative Acquisition” shall mean any acquisition by Holdings, the Borrower or any Restricted Subsidiary, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person or of a majority of the outstanding Equity Interests of any Person that (1) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (2) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, the terms of the Loan Documents would not provide Holdings, the Borrower and its Restricted Subsidiaries with adequate flexibility for the continuation or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon prior written notice to the Administrative Agent received before 11:00 a.m., New York City time at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in advance of the prepayment date in the case of Eurodollar SOFR Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to in advance of the prepayment date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,0001,000,000 or, if less, the entire principal amount thereof then outstanding. (b) Each prepayment Optional prepayments of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior paid to the first anniversary Lenders in accordance with their respective pro rata share of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after outstanding Loans at the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidtime. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by in the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ Upon thirty days prior written notice to Lender, Borrower may prepay the Note, IN FULL ONLY, on any scheduled Installment Date following the scheduled date of the twenty-fourth installment payable thereunder, by paying (i) the entire remaining principal balance outstanding under the Note on the date of prepayment, (ii) all accrued interest and other charges and amounts owing under the Note, this Agreement and any other Loan Document through the date of prepayment, and (iii) a prepayment premium (the "Prepayment Premium") equal to (A) one and 50/100 percent (1.50%) of the principal amount prepaid in connection with any prepayment made following the scheduled date of the twenty­ fourth (24th) installment but on or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the scheduled date of the thirty-sixth (36th) installment payable under the Note, (B) one percent (1%) of the principal amount prepaid in connection with any prepayment in made following the case scheduled date of ABR Loans, to the Administrative Agent before 12:00 thirty-sixth (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b36th) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made installment but on or prior to the first anniversary scheduled date of the Closing Date, 2.00forty-eighth (48th) installment payable under the Note; (C) 50/ l 00 percent (0.50%, ) of the principal amount prepaid in connection with any prepayment made following the scheduled date of the forty-eighth (48th) installment but on or prior to the scheduled date of seventy-second (7200) installment payable under the Note; and (iiD) if such prepayment is made on or after the first anniversary 25/100 percent (0.25%) of the Closing Date principal amount prepaid in connection with any prepayment made following the scheduled date of the seventy-second (72nd) installment but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the scheduled date of paymenteighty­ fourth (84th) installment payable under the Note. THE NOTE MAY NOT BE PREPAID UNTIL FOLLOWING THE SCHEDULED DATE OF THE TWENTY-FOURTH (24T8 INSTALLMENT PAYABLE THEREUNDER, AND THEN ONLY IN ACCORDANCE WITH THE PROCEDURE STATED ABOVE IN THIS SUBSECTION.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to may prepay any Borrowing, this Installment Note in whole or in partpart for cash at 100% of the Principal Sum or portion thereof prepaid, upon plus accrued but unpaid interest, if any, to, but not including, the prepayment date, plus the Breakage Amount (if any) as follows: (i) at least three Business Days’ prior written any time on or fax notice after October 1, 2023 (which date shall be modified as agreed by the Borrower and Holder in connection with an extension pursuant to Section 2(b)) or telephone notice promptly confirmed by written or fax notice(ii) at any time in the case event MeadWestvaco Corporation or one of Eurodollar Loansits wholly-owned Subsidiaries ceases to be the sole beneficial and legal owner of this Installment Note (excluding, for the avoidance of doubt, any pledge of this Installment Note to one or written more Eligible Assignees); or (b) At any time during the 180-day period following receipt by the Borrower of notice from Holder that Holder intends to withhold its consent to any amendment or fax notice waiver of this Installment Note that was requested by the Borrower and approved by any Eligible Assignees (or, as applicable, the requisite majority of financing sources for whom an Eligible Assignee serves as agent or telephone notice promptly confirmed by written or fax noticetrustee) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 which this Installment Note has been pledged (noonan “Optional Prepayment Event”), New York City timethe Borrower may prepay this Installment Note in whole but not in part for cash at 100% of the Principal Sum, plus accrued but unpaid interest, if any, to, but not including, the prepayment date, plus the Breakage Amount (if any); provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made the Borrower’s right to prepay the Note pursuant to Section 2.11(athis paragraph 4(b) shall be made together with a prepayment premium in terminate upon the 181st day after an amount equal Optional Prepayment Event shall have occurred. The Borrower shall not otherwise have the right to (i) if such prepayment is made prepay this Installment Note unless Holder shall have granted its prior to the first anniversary of the Closing Datewritten consent, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice consent may be rescinded if such refinancing shall not be consummated given or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentwithheld at Holder’s sole discretion.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right (subject to the provisions of Section 2.12(b)) at any time and from time to time to prepay any Borrowing, in whole or in part, upon (i) (x) at least three U.S. Government Securities Business Days’ prior written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar SOFR Loans, or and (y) at least three Business Days’ prior written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) in the case of EURIBOR Loans and ▇▇▇▇▇ Loans, (ii) at least one two Business Day Days’ prior to written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) in the case of ▇▇▇▇▇ ▇▇▇▇▇ or (iii) written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) on the date of prepayment in the case of ABR Loans and Canadian Prime Rate Loans, in each case to the Administrative Agent before 12:00 (noon), New York City timep.m. on such date; provided, however, that (A) each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000the Minimum Applicable Borrowing Amount and (B) the Administrative Agent may agree to extend any deadline set forth in this clause (a). (bi) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied (x) to one or more Classes of Term Loans as elected by the Borrower and (y) against the remaining scheduled installments of principal due in an amount equal to (i) respect of the applicable prepaid Class of Term Loans under Section 2.11 in the manner specified by the Borrower or, if such prepayment is made not so specified on or prior to the first anniversary date of the Closing Datesuch optional prepayment, 2.00%, and in direct order of maturity. (ii) if such prepayment is made on Optional prepayments of Revolving Loans shall be applied ratably among one or after more Classes of Revolving Loans as elected by the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidBorrower. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements or other transactions or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicableSection 2.05(d) and to Section 2.15 2.17, as applicable, but otherwise without premium or penalty. All SOFR Loan, EURIBOR Loan, ▇▇▇▇▇ Loan and ▇▇▇▇▇ Loan prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right (subject to the provisions of Section 2.12(b)) at any time and from time to time to prepay any Borrowing, in whole or in part, upon (i) at least three U.S. Government Securities Business Days’ prior written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar SOFR Loans, or (ii) written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to on the date of prepayment in the case of ABR Loans, in each case to the Administrative Agent before 12:00 (noon), New York City timep.m. on such date; provided, however, that (A) each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000the Minimum Applicable Borrowing Amount and (B) the Administrative Agent may agree to extend any deadline set forth in this clause (a). (bi) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied (x) to one or more Classes of Term Loans as elected by the Borrower and (y) against the remaining scheduled installments of principal due in an amount equal to (i) respect of the applicable prepaid Class of Term Loans under Section 2.11 in the manner specified by the Borrower or, if such prepayment is made not so specified on or prior to the first anniversary date of the Closing Datesuch optional prepayment, 2.00%, and in direct order of maturity. (ii) if such prepayment is made on Optional prepayments of Revolving Loans shall be applied ratably among one or after more Classes of Revolving Loans as elected by the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidBorrower. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements or other transactions or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicableSection 2.05(d) and to Section 2.15 2.17, as applicable, but otherwise without premium or penalty. All SOFR Loan prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right to prepay the Senior Loans (in whole or part) without premium or penalty by providing notice to the P1 Administrative Agent prior to 11:00 a.m., New York City time, on the date that is (i) with respect to any prepayment of SOFR Loans, five U.S. Government Securities Business Days and (ii) with respect to any prepayment of Base Rate Loans, one Business Day, prior to the proposed prepayment date. Any prepayment notice may be revoked; provided, that the Borrower shall be responsible for any additional amounts required to be paid to any Senior Lender pursuant to Section 5.5 as a result of such revocation. (b) Prepayments pursuant to this Section 4.9 may be applied to the prepayment of Construction/Term Loans and/or the Revolving Loans as directed by the Borrower, without applying such proceeds to the prepayment of any other Class of Senior Loan. (c) Any partial voluntary prepayment of the Senior Loans under this Section 4.9 shall be in minimum amounts of $10,000,000. (d) All voluntary prepayments under this Section 4.9 shall be made by the Borrower to the P1 Administrative Agent for the account of the Senior Lenders in accordance with Section 4.9(e). (e) With respect to each prepayment to be made pursuant to this Section 4.9, on the date specified in the notice of prepayment delivered pursuant to Section 4.9(a), the Borrower shall pay to the P1 Administrative Agent the sum of the following amounts: (i) the principal of, and (other than for partial repayments of Senior Loans) accrued but unpaid interest on, the Senior Loans to be prepaid; (ii) any additional amounts required to be paid under Section 5.5; and (iii) any other Obligations due to the Credit Agreement Senior Secured Parties in connection with any prepayment under the P1 Financing Documents. (f) The Borrower (i) shall either (A) concurrently with such prepayment under this Section 4.9, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the P1 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements required to be terminated in connection with such prepayment in accordance with Section 4.18; or (B) (1) reserve an amount equal to 105% of the P1 IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be required to be payable by the Borrower in respect of the Senior Secured IR Hedge Agreements terminated in connection with such prepayment in accordance with Section 4.18 and (2) (x) within thirty days of the date of such prepayment, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the P1 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements required to be terminated in connection with such prepayment in accordance with Section 4.18 and (y) on the date of such payment of the last such P1 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of P1 IR Hedge Termination Amounts to the principal of the Senior Loans that were subject to such optional prepayment; and (ii) may either (A) concurrently with such prepayment under this Section 4.9, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the P1 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements that have been and are permitted to be terminated in connection with such prepayment in accordance with Section 4.18; or (B) (1) reserve an amount equal to 105% of the P1 IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be payable in connection with such prepayment as a result of terminations of the Senior Secured IR Hedge Agreements that are permitted to be made in connection with such prepayment in accordance with Section 4.18 and (2) (x) within thirty days of the date of such prepayment, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the P1 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements permitted to be terminated in connection with such prepayment in accordance with Section 4.18 and (y) on the date of such payment of the last such P1 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of P1 IR Hedge Termination Amounts to the principal of the Senior Loans that were subject to such prepayment. (g) Voluntary payments of principal of the Senior Loans will be applied pro rata against subsequent scheduled payments, in inverse order of maturity, or in direct order of maturity, at the Borrower’s sole discretion. (h) Amounts of any Construction/Term Loans prepaid pursuant to this Section 4.9 may not be reborrowed. Amounts of any Revolving Loan prepaid pursuant to this Section 4.9 may, subject to Section 4.2(a), be re-borrowed at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in until the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary expiration of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidRevolving Loan Availability Period. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, (i) upon at least three Business Days’ ' prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or (ii) written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, in each case to the Administrative Agent before 12:00 noon (noon), New York City Toronto time) on the relevant date; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than in a minimum amount of $1,000,0002,000,000. (b) Each prepayment Optional prepayments of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied first, in an amount equal to (i) if such prepayment is made prior to the first anniversary order of maturity of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary installments of principal in respect of the Closing Date but prior Term Loans scheduled to be paid within 12 months after such optional prepayment, second, pro rata against the second anniversary remaining scheduled installments of principal due in respect of the Closing Term Loans (including amounts due on the Term Maturity Date) and third, 1.00%, in each case of the aggregate principal amount of against any Revolving Credit Loans being prepaidthen outstanding. (c) Each notice of prepayment shall be substantially in the form of Exhibit F or such other form as shall be acceptable to the Administrative Agent, shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16, but otherwise shall be without premium or penalty. All prepayments under this Section 2.11 , and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment; provided, however, that in the case of a prepayment of an ABR Revolving Loan or a Swingline Loan that is not made in connection with a termination of the Revolving Credit Commitments, the accrued and unpaid interest on the principal amount prepaid to but excluding the date of prepayment shall be payable on the next scheduled Interest Payment Date with respect to such ABR Revolving Loan or Swingline Loan.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing (other than a Competitive Borrowing), in whole or in part, upon at least three Business Days’ prior written or fax telecopy notice (or telephone notice promptly confirmed by written or fax telecopy notice) in the case of Eurodollar Loans, or written or fax telecopy notice (or telephone notice promptly confirmed by written or fax telecopy notice) at least one Business Day prior to on the date day of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,00010,000,000. The Borrower shall not have the right to prepay any Competitive Borrowing. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied pro rata against the remaining scheduled installments of principal due in an amount equal to (i) if such prepayment is made prior to the first anniversary respect of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Term Loans being prepaidunder Section 2.12. (c) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall repay or prepay all its outstanding Revolving Credit Borrowings on the date of such termination. If as a result of any partial reduction of the Revolving Credit Commitments the sum of the Aggregate Revolving Credit Exposure and the aggregate outstanding principal amount of the Competitive Loans at the time would exceed the Total Revolving Credit Commitment after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such excess. (d) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 2.13 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.13 (other than prepayment of an ABR Revolving Loan that does not occur in connection with, or as a result of, the reduction or termination of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. The City may prepay the Outstanding Balance (aand the corresponding unpaid Principal Components of the Installment Payments) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part (and, if in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed the amounts thereof to be prepaid shall be determined by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City timeCity; provided, however, that each partial prepayment such prepayments shall be in an amount that is an principal amounts of $250,000 or any integral multiple of $100,000 and 1.00 in excess thereof), at any time or from time to time, but not less more than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in once annually, on an amount equal to (i) if Installment Payment Date, by paying such prepayment is made prior to the first anniversary portion of the Closing Date, 2.00%, Outstanding Balance (and (ii) if such prepayment is made on or after the first anniversary corresponding unpaid Principal Components of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereofInstallment Payments) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of together with the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount Outstanding Balance to be prepaid (and the corresponding Interest Components of the Installment Payments to but excluding be prepaid) accrued to the date of paymentsuch prepayment, without penalty or premium, and concurrently therewith the City shall pay all other Additional Payments then due and payable to the WIFIA Credit Provider and the Assignee. Each prepayment of Outstanding Balance (and the corresponding unpaid Principal Components of the Installment Payments) shall be made on such prepayment date and in such principal amount (or the corresponding Principal Component amount) as shall be specified by the City in a written notice delivered to the WIFIA Credit Provider not less than ten (10) days or more than thirty (30) days prior to the date set for prepayment, unless otherwise agreed by the WIFIA Credit Provider. At any time between delivery of such written notice and the applicable optional prepayment, the City may, without penalty or premium, rescind its announced optional prepayment by further written notice to the WIFIA Credit Provider. Anything in this Section 9(b) to the contrary notwithstanding, the failure by the City to make any optional prepayment shall not constitute a breach or default under this Agreement or the ISA.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right (subject to the provisions of Section 2.12(b)) at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Eurocurrency Rate Loans, or written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to on the date of prepayment in the case of ABR Loans and Canadian Prime Rate Loans, to the Administrative Agent before 12:00 (noon), New York City timep.m.; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000the Minimum Applicable Borrowing Amount, and (ii) optional prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of the respective underlying Bankers’ Acceptance. (b) Each (i) Optional prepayments of Term Loans shall be applied (x) to one or more Classes of Term Loans as elected by the Borrower and (y) against the remaining scheduled installments of principal due in respect of the applicable prepaid Class of Term Loans under Section 2.11 in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity; provided, however, that optional prepayments of the Designated Term Loans shall be applied not less than ratably among each Class of Designated Term Loans; provided, further, that (1) any Class of Term Loans with an earlier Term Loan Maturity Date may be optionally prepaid prior to the prepayment of any other Class of Term Loans made with a later Term Loan Maturity Date, (2) no Excluded Term Loans shall be prepaid under this Section 2.12(b) unless and until all Designated Term Loans shall have been paid in full, (3) the Borrower may elect to prepay any newly created Class of Other Term Loans provided pursuant to a Refinancing Amendment substantially concurrently with the implementation of such Class of Other Term Loans pursuant to Section 2.11(a2.28 with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness incurred or issued substantially concurrently with the implementation of such Class (without any requirement to ratably prepay any other Class of Term Loans at such time) shall and (4) this Section 2.12(b)(i) may be made together modified in connection with a prepayment premium Refinancing Amendment or an Incremental Amendment to provide less than ratable treatment with respect to any new Class of Other Term Loans or Incremental Term Loans as provided in an amount equal to (i) if such prepayment is made prior to Section 2.28 or Section 2.26, as the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidmay be. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. The Borrower may prepay the outstanding principal amount (together with accrued Interest) on the Notes as follows: (a) Subject to payment of any applicable premium as set forth in paragraph (b) belowThe Borrower may, the Borrower shall have the right at its option, at any time and upon notice given to Agent as provided in Section 10.01(b), unless such notice is waived by the Required Lenders, prepay all or any portion of the principal amount of any of the Notes, by payment to the Lenders, of an amount equal to the redemption prices (the “Optional Redemption Prices”) set forth below (expressed as a percentage of the outstanding principal amount being prepaid, from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax noticetime) in together with Interest accrued and unpaid on the case principal amount of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the Notes so prepaid through the date fixed for such prepayment, and reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (nooncounsel), New York City timeif any, associated with such prepayment; provided, however, that each partial prepayment payment of less than the full outstanding balance of the principal amount of the Notes shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000.250,000 or integral multiples of $100,000 in excess thereof. If such prepayment is to be made by the Borrower to the Lenders during any Loan Year set forth below, the Optional Redemption Price shall be determined based upon the percentage indicated below for such Loan Year multiplied by the principal amount which is being prepaid: (b) Each The Borrower shall give written notice of prepayment of Loans made the Notes pursuant to this Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made 10.01 not less than 10 nor more than 60 days prior to the first anniversary date fixed for such prepayment. Such notice of prepayment pursuant to this Section 10.01 shall be given in the Closing Datemanner specified in Section 12.02 of this Agreement. Upon notice of prepayment pursuant to this Section 10.01 being given by the Borrower, 2.00%the Borrower covenants and agrees that it will prepay, on the date therein fixed for prepayment, the Notes or the portion thereof so called for prepayment, at the applicable Optional Redemption Price set forth above with respect to the principal amount or the portion thereof so called for prepayment, together with Interest accrued and unpaid thereon to the date fixed for such prepayment, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior costs and expenses referred to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidSection 10.01(a). (c) Each notice Any optional prepayment under this Section 10.01 shall include payment of prepayment shall specify the prepayment date, accrued Interest on the principal amount of each Borrowing (or portion thereof) to be prepaid, the Notes so prepaid and shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilityapplied first to all costs, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) expenses and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments indemnities payable under this Section 2.11 shall be subject Agreement, then to paragraph (b) above (payment of default interest, if applicable) any, then to accrued but unpaid Interest, if any, and thereafter to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentamount.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three the KEXIM Covered Facility Loans on not less than five (5) Business Days’ prior written or fax notice to KEXIM and the KEXIM Facility Agent at any time following the end of the Availability Period, as provided in Section 3.2 (or telephone notice promptly confirmed by written or fax noticeVoluntary Prepayment of Secured Debt) in of the case of Eurodollar LoansCommon Terms Agreement, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior subject to the date terms and conditions of prepayment in Section 3 (Repayment and Prepayments) of the case of ABR Loans, to the Administrative Agent before 12:00 Common Terms Agreement. (noon), New York City time; provided, however, that each b) Any partial prepayment of the KEXIM Covered Facility Loans under this Section 3.07 shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. the amount specified in Section 3.2 (bVoluntary Prepayment of Secured Debt) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidCommon Terms Agreement. (c) All prepayments under this Section 3.07 shall be made by the Borrower to the KEXIM Facility Agent for the account of KEXIM Covered Facility Lenders and shall be applied by the KEXIM Facility Agent in accordance with Section 3.07(d). Each notice of optional prepayment shall specify will be irrevocable, except that a notice of prepayment given by the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless Borrower may state that such notice is expressly conditioned upon a refinancing the effectiveness of other credit facilities and/or the Credit Facilityissuance of other debt, in which case such notice may be rescinded revoked by the Borrower (by notice to KEXIM and the KEXIM Facility Agent on or prior to the specified effective date) if such refinancing condition is not satisfied. The Borrower shall not pay any Break Costs incurred by any KEXIM Covered Facility Secured Party as a result of such notice and revocation. (d) With respect to each prepayment to be consummated or shall otherwise be delayed) and shall commit the Borrower made pursuant to prepay such Borrowing by the amount stated therein this Section 3.07, on the date stated therein. All prepayments specified in the notice of prepayment delivered pursuant to Section 3.07(a), the Borrower shall pay to the KEXIM Facility Agent the sum of the following amounts: (i) the principal of, and accrued but unpaid interest on, the KEXIM Covered Facility Loans to be prepaid; (ii) any additional amounts required to be paid under Section 4.05 (Funding Losses); and (iii) any other Obligations due to the respective KEXIM Covered Facility Lenders in connection with any prepayment under the Financing Documents. (e) Amounts of any KEXIM Covered Facility Loans prepaid pursuant to this Section 2.11 shall 3.07 may not be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentreborrowed.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 250,000 and not less than $1,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied, first, pro rata against the four next scheduled installments of principal due in an amount equal to (i) if such prepayment is made prior to the first anniversary respect of the Closing DateTerm Loans under Section 2.11 until such installments have been repaid in full and, 2.00%second, and (ii) if such prepayment is made on or after pro rata against the first anniversary remaining scheduled installments of principal due in respect of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Term Loans being prepaidunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaidprepaid and the Class of Loans to be repaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, upon at least three Business Days’ without premium or penalty (but subject to Section 2.15) subject to prior written or fax notice in accordance with paragraph (or b) of this Section. (b) The Borrower shall notify the Agent by telephone notice promptly (confirmed by written or fax noticetelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar LoansBorrowing, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before 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; providedprovided that, howevera notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, that each in which case such notice of prepayment may be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied (subject to Section 2.15). Promptly following receipt of any such notice, the Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that is would be permitted in the case of an integral multiple advance of $100,000 and not less than $1,000,000. (b) a Borrowing of the same Type as provided in Section 2.02. Each prepayment of Loans made pursuant to Section 2.11(a) a Borrowing shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior applied ratably to the first anniversary of Loans included in the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated thereinprepaid Borrowing. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 Prepayments shall be accompanied by accrued and unpaid interest on to the principal amount to be prepaid to but excluding the date of paymentextent required by Section 2.12.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three U.S. Government Securities Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar SOFR Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to on the date day of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,000. The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.12. (b) Each prepayment Optional prepayments of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to allocated between the first anniversary Loans of each Class as directed by the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidBorrower. (c) Each notice of prepayment shall specify the prepayment date, date (which shall be a Business Day) and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) prepaid and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, such notice may be conditioned upon the effectiveness of other credit facilities or the receipt of proceeds or the issuance of debt or the occurrence of any other transaction, in which case, such notice may be revoked if such other credit facilities do not become effective, such proceeds are not received, such debt is not issued or such other transaction is not consummated. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. In addition to prepayments pursuant to Section 2.6, Borrowers may, upon not less than thirty (a30) Subject days’ prior notice to payment of any applicable premium as Agent, prepay the Loan, in whole (or, (x) in order to terminate a Cash Sweep Period, or (y) in order to satisfy the conditions precedent set forth in paragraph Section 2.17(b)(viii), 2.17(c)(viii) or 2.17(d)(vii) on a date no earlier than thirty (b30) below, days prior to the Borrower shall have the right at any time and from time to time to prepay any BorrowingMaturity Date, in whole or part), on any Business Day in partaccordance with this Section 2.4(b). Any such prepayment notice shall specify the date of the prepayment, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) and shall be revocable, but if revoked in the case of Eurodollar Loans, or written or fax notice three (or telephone notice promptly confirmed by written or fax notice3) at least one Business Day Days prior to the date for prepayment specified in such notice, then Borrowers shall be responsible to pay any out-of-pocket costs incurred by Agent or Lenders by reason of such revocation. In connection with any prepayment other than in connection with Section 2.6, Borrowers shall be subject to compliance with the case of ABR Loans, to the Administrative Agent before 12:00 following: (noon), New York City time; provided, however, that each partial prepayment 1) all prepayments shall be in an amount that is an integral multiple amounts of $100,000 and not less than $1,000,000., unless the last remaining amount is less than $1,000,000 (in which case, such prepayment shall be in the full amount remaining); (b2) Each prepayment upon payment in full of Loans made pursuant the Loan, Borrowers shall pay to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to Agent, for the benefit of Lenders, the Prepayment Fee, if applicable; (i3) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment payment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing any date other than a Payment Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid.Borrowers shall pay to Agent all applicable Breakage Costs; and (c4) Each notice of prepayment concurrently with any such prepayment, Borrowers shall specify the prepayment date, the principal amount of each Borrowing pay to Agent (or portion thereofx) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by all accrued and unpaid Interest (including, to the extent applicable, interest on at the principal amount Default Rate) to be prepaid to but excluding and including the date of paymentprepayment on the amount being prepaid, (y) all Additional Interest, fees, expenses, charges and any other amounts due and payable hereunder and under the other Loan Documents at the time of such prepayment and (z) all fees and expenses incurred by Agent, including Agent’s Counsel Fees in connection with such prepayment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The Company shall have the right right, at any time and from time to time at its sole option and election, without penalty or premium, to prepay any Borrowingthe Notes (an "Optional Prepayment"), in whole or in part, upon at least three Business Days’ prior written or fax on not less than 5 days' notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in prepayment, which must be a Business Day (any such date an "Optional Prepayment Date"). On or before December 31, 2001 the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment Company shall be deemed to have prepaid the Notes in an amount that is an integral multiple full by payment of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to the excess of the outstanding principal amount of the Notes as of the date of the Optional Prepayment Date (i) if such prepayment is made prior plus an amount equal to all accrued and unpaid interest thereon to the first anniversary Optional Prepayment Date) over $6 million (the "2001 Optional Prepayment Price"). After December 31, 2001, but on or before December 31, 2002, the Company shall be deemed to have prepaid the Notes in full by payment of an amount equal to the excess of the Closing outstanding principal amount of the Notes 4 4 as of the date of the Optional Prepayment Date (plus an amount equal to all accrued and unpaid interest thereon, to the Optional Prepayment Date, 2.00%) over $3 million (the "2002 Optional Prepayment Price"). By way of example, and (ii) not limitation, if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the $110 million aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment dateNotes are outstanding, then at any time prior to December 31, 2001, the principal Company may prepay and satisfy all of its obligations under the Notes by payment of an aggregate amount of each Borrowing (or portion thereof) equal to be prepaid$104 million, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by plus accrued and unpaid interest on the Notes to the Optional Prepayment Date. By acceptance of this Note, the Holder agrees that payment by the Company of the 2001 Optional Prepayment Price or the 2002 Optional Prepayment Price, as the case may be shall, to the extent that it results in a payment of less than the full aggregate outstanding principal amount of the Notes, constitute an adjustment to the Exchange Consideration issued by the Company in connection with the transactions contemplated by the Merger Agreement and shall not be prepaid deemed to but excluding constitute the date forgiveness of paymentindebtedness.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to on the date day of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0002,000,000. The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.12. (a) Optional prepayments of Loans shall be allocated between the Loans of each Class and applied to the installments of principal due in respect of such Loans under Section 2.11(a)(i) or (ii), as the case may be, in each case as directed by the Borrowers (and absent such direction, in direct order of maturity thereof). (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, date (which shall be a Business Day) and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) prepaid and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, such notice may be conditioned upon the effectiveness of other credit facilities or the receipt of proceeds or the issuance of debt or the occurrence of any other transaction, in which case, such notice may be revoked if such other credit facilities do not become effective, such proceeds are not received, such debt is not issued or such other transaction is not consummated. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty, except as set forth below under clause (d). All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (c) In the event that, prior to the date that is six months after the Third Restatement Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Term Lender, (I), in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans being prepaid and (II) and in the case of clause (y), a payment equal to 1.00% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. (d) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Term Loans, subject to the conditions in clause (vi) below, any Loan Party or any Subsidiary of a Loan Party (each a “Purchasing Party”) may repurchase or purchase outstanding Term Loans pursuant to this Section 2.12(e) subject to the procedures as set forth below (or such other procedures as reasonably agreed between the Borrowers and Administrative Agent): (i) Any Purchasing Party may conduct one or more auctions open to all Lenders of the applicable Class on a pro rata basis (each, an “Auction”) to repurchase or purchase all or any portion of the Term Loans of such Class by providing written notice to the Administrative Agent (for distribution to the Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) an aggregate bid amount, which may be expressed at the election of such Purchasing Party as either the total par principal amount or the total cash value of the bid, in a minimum amount of $10,000,000 for each Auction and with minimum increments of $100,000 (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $100,000 or in an amount equal to the Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Lenders may submit only one Return Bid with respect to each Class per Auction (unless the Administrative Agent and the Purchasing Party elect to permit multiple bids, in which case the Administrative Agent and the Purchasing Party may agree to establish procedures under which each Return Bid may contain up to three bids with respect to each Class, only one of which can result in a Qualifying Bid (as defined below) with respect to such Class). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance modified in accordance with the procedures set forth in this Section 2.12(e). Each Return Bid and accompanying Assignment and Acceptance must be returned by each participating Lender by the time and date specified by the Administrative Agent as the due date for Return Bids (the “Return Bid Due Date”) for the applicable Auction, which shall be a date not more than 10 Business Days from the date of delivery of the Auction Notice, unless the Purchasing Party and the Administrative Agent otherwise agree; (iii) If more than one Class is included in an Auction, the following procedures will apply separately for each such Class. Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Borrowers, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount (i.e., the greatest discount to par) for which the Purchasing Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts received by the applicable Return Bid Due Date are insufficient to allow the Purchasing Party to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Purchasing Party shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount (i.e., the smallest discount to par). The Purchasing Party shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Purchasing Party shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). In any Auction for which the Administrative Agent and the Purchasing Party have elected to permit multiple bids, if a Lender has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or less than the Applicable Discount will be deemed the Qualifying Bid of such Lender. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the Return Bid Due Date; (iv) Once initiated by an Auction Notice, the Purchasing Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. The Purchasing Party will not have any obligation to purchase any Term Loans outside of the applicable Discount Range nor will any Reply Discounts outside such applicable Discount Range be considered in any calculation of the Applicable Discount or satisfaction of the Auction Amount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by the Borrowers. To the extent that no Lenders have validly tendered any Term Loans of a Class requested in an Auction Notice or as otherwise agreed by the Administrative Agent in its sole discretion, the Purchasing Party may amend such Auction Notice for such Term Loans at least 24 hours before the then-scheduled expiration time for such Auction. In addition, the Purchasing Party may extend the expiration time of an Auction at least 24 hours before such expiration time; (v) All repurchases pursuant to this Section 2.12(e) shall be deemed to be voluntary prepayments pursuant to this Section 2.12(e) in an amount equal to the full aggregate principal amount of such Term Loans and shall reduce the remaining scheduled payments of principal in respect of the applicable Class under Section 2.11 pro rata; provided that such repurchases shall not be subject to the provisions of Sections 2.12(a) through (d), Section 2.17 and Section 2.18; (vi) Any repurchase described in clause (v) above shall be subject to the following conditions: (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) no proceeds of the Revolving Credit Borrowings may be used to effect such repurchase; and (vii) Each Lender that sells its Term Loans pursuant to this Section 2.12(e) acknowledges and agrees that (i) the Purchasing Parties may come into possession of Excluded Information, (ii) such Lender will independently make its own analysis and determination to enter into an assignment of its Loans and to consummate the transactions contemplated by an Auction notwithstanding such Lender’s lack of knowledge of Excluded Information and (iii) none of the Purchasing Parties or any of its respective Affiliates, or any other person shall have any liability to such Lender with respect to the nondisclosure of the Excluded Information. Each Lender that tenders Loans pursuant to an Auction agrees to the foregoing provisions of this clause (vii). The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.12(e) and hereby waive the requirements of any provision of this Agreement (including, without limitation, any pro rata payment requirements) (it being understood and acknowledged that purchases of the Loans by a Purchasing Party contemplated by this Section 2.12(e) shall not constitute Investments by such Purchasing Party) or any other Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.12(e). (e) All prepayments of the Term Loans made or required to be made prior to the second anniversary of the First Amendment Effective Date (whether voluntary or mandatory, as applicable, and whether before or after acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding, including in connection with any Repricing Transaction or assignments in connection with a Repricing Transaction, but in any event excluding ordinary course amortization payments made pursuant to Section 2.11, any Asset Sale or Recovery Event mandatory prepayment made pursuant to Section 2.13(a) and any Excess Cash Flow mandatory prepayment made pursuant to Section 2.13(b)) shall be subject to an additional premium, to be paid to Administrative Agent for the benefit of applicable Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Term Loans and which the Borrowers agree is a reasonable premium, is the product of an arm’s length transaction and is payable regardless of the then-prevailing market rates, equal to (i) prior to the first anniversary of the First Amendment Effective Date, the amount of such prepayment multiplied by two percent (2.00%) and (ii) on or after the first anniversary of the First Amendment Effective Date but prior to the second anniversary of the First Amendment Effective Date, equal to the amount of such prepayment multiplied by one percent (1.00%). On or after the second anniversary of the First Amendment Effective Date, no premiums or penalties shall be payable with respect to prepayments of any Loan, pursuant to this Section 2.12(f) or otherwise, other than any breakage costs that may otherwise be required under the terms of this Agreement.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) (i) in the case of a Eurodollar LoansBorrowing, or written or fax notice at least three Business Days prior to the date of prepayment to the Administrative Agent before 12:00 (or telephone notice promptly confirmed by written or fax noticenoon), New York City time, and (ii) in the case of an ABR Borrowing, at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0005,000,000. (b) Each prepayment Optional prepayments of Tranche B-1 Loans made pursuant to at any time during the applicable periods set forth in this Section 2.11(a2.12(b) shall be made together with accompanied by a payment of a prepayment premium fee in an amount (expressed as a percentage of the principal amount of the Loans to be repaid) equal to (i) 2.00%, if such prepayment is made on or prior to the first anniversary of the Closing Date, 2.00%, Date and (ii) 1.00%, if such prepayment is made on or after the first anniversary of the Closing Date Date, but on or prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Optional prepayments of Tranche B-1 Loans shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Tranche B-1 Loans under Section 2.11. (d) Each notice of prepayment shall specify the prepayment date, the principal amount and Class of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty, except as provided in Section 2.12(b) in the case of prepayments of Tranche B-1 Loans during the periods set forth in such Section. All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing(i) Revolving Credit Borrowings, (ii) Term Borrowings or (iii) if the Borrower specifically elects, Term Borrowings and outstanding Series I Tranche A Exchange Notes in accordance with the provisions of the Tranche A Exchange Note Purchase Agreements, in each case in whole or in part, upon at least three Business Days’ ' prior written or fax telecopy notice (or telephone notice promptly confirmed by written or fax telecopy notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City timeAgent; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000500,000. (b) Each prepayment of Loans made principal of the Term Borrowings pursuant to paragraph (a) above shall be applied first, to reduce the scheduled payments of principal due under Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if during the 12 month period following the date of such prepayment is made prior to and second, pro rata against the first anniversary remaining scheduled payments of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaiddue under Section 2.11(a). (c) Each notice of prepayment shall specify (i) the amount to be prepaid, (ii) the prepayment date, (iii) whether the prepayment relates to Revolving Credit Borrowings, to Term Borrowings or to both Term Borrowings and outstanding Series I Tranche A Exchange Notes and (iv) the principal amount to be prepaid of each Borrowing (A) Revolving Credit Borrowings (or portion thereof) to be prepaid, or (B) Term Borrowings (or portion thereof). Each such notice shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing obligations by the amount stated specified therein on the date stated specified therein. All prepayments of Borrowings under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of payment. (d) On each prepayment date with respect to the prepayment of any Term Borrowing in respect of which the Borrower shall also be making a voluntary prepayment of Series I Tranche A Exchange Notes, the Borrower shall deliver to the Agent for application pursuant to paragraph (a) above an amount equal to the Lenders' Pro Rata Share of such prepaid amounts. On or before the delivery of all amounts to be prepaid with respect to the Term Borrowings, the Borrower shall with respect to the Pro Rata Share of such prepaid amounts attributable to the Series I Tranche A Exchange Notes give notice of such optional prepayment of such Pro Rata Share pursuant to Section 5.2 of the Tranche A Exchange Note Purchase Agreements (or the analogous provision, if any, in respect of the Tranche A Exchange Note Refinancing Indebtedness). Pending payment to the Tranche A Exchange Note Purchasers, the Borrower shall deposit the Pro Rata Share of such prepaid amounts attributable to the Series I Tranche A Exchange Notes in an escrow account with the Collateral Agent pursuant to paragraph (f) below. (e) At any time that (i) the Borrower shall elect to prepay both Term Borrowings and Series I Tranche A Exchange Notes pursuant to paragraph (d) above or (ii) an offer notice is required to be delivered to the Series I Tranche A Exchange Note Purchasers pursuant to Section 2.13(d), the Borrower shall give (or cause to be given) to the Agent an additional written notice (which notice shall be included, as applicable, in the prepayment notice delivered pursuant to paragraph (a) above or the Financial Officer's Certificate delivered pursuant to Section 2.13(f)). Such written notice shall, (i) in the case of an optional prepayment pursuant to paragraph (d) above, set forth a reasonably detailed calculation of the amounts to be paid to the Lenders and the amounts to be paid to the Series I Tranche A Exchange Note Purchasers as contemplated in paragraph (d) above and (ii) in the case of a notice relating to a Prepayment Event, describe in reasonable detail the facts and circumstances giving rise to such Prepayment Event and a reasonably detailed calculation of the Net Cash Proceeds therefrom and the amounts to be paid to the Lenders and to be offered to the Series I Tranche A Exchange Note Purchasers in accordance with Section 2.13(d). (f) If (i) any voluntary prepayment of Series I Tranche A Exchange Notes is to be made in connection with an optional prepayment of Term Borrowings pursuant to paragraph (d) above or (ii) there is a prepayment in connection with any Prepayment Event pursuant to Section 2.13(d), the Borrower will, concurrently with any such prepayment under this Agreement, make effective provision whereby the Series I Tranche A Exchange Note Purchasers' Pro Rata Share of the related prepaid amount, together with interest to the related prepayment date, is placed in escrow with the Collateral Agent until the related prepayment date in respect of the Series I Tranche A Exchange Notes, whereupon such amounts shall be applied to the prepayment of the Series I Tranche A Exchange Notes or, in the case of amounts attributable to rejected or deemed rejected offers as contemplated in Section 2.13(d), prepayments of obligations outstanding under this Agreement as contemplated under Section 2.13(d). (g) Except as contemplated in the definition of the term "Excess Cash Flow", no optional prepayment of Term Borrowings made by the Borrower pursuant to this Section 2.12 shall reduce the Borrower's obligation to make mandatory prepayments pursuant to Section 2.13(d) or Section 2.13(e).

Optional Prepayment. (ai) Subject The Company may, upon notice to payment the Administrative Agent by 10:00 a.m., New York City time, at least one Business Day (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the date of prepayment, without premium or penalty, prepay any applicable premium as set forth ABR Borrowing made to the Company in paragraph (b) below, the Borrower shall have the right whole at any time and time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or such other amount that represents the total amount of ABR Borrowings outstanding), by paying the principal amount to prepay any Borrowing, in whole or in partbe prepaid together with accrued interest thereon to the date of prepayment. (ii) The Company may, upon notice to the Administrative Agent by 10:00 a.m., New York City time, at least three Business Days’ Days prior written to the date of prepayment, without premium or fax notice penalty (but including any amounts owed pursuant to Section 2.14), prepay any Term Benchmark Borrowing or RFR Borrowing made to the Company in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or telephone notice promptly confirmed such other amount that represents the total amount of Term Benchmark Borrowings or RFR Borrowings outstanding, as applicable), by written or fax noticepaying the principal amount to be prepaid together with (x) in accrued interest thereon to the case date of Eurodollar Loans, or written or fax notice prepayment and (or telephone notice promptly confirmed y) all losses and expenses (if any) relating thereto which are (i) determined pursuant to Section 2.14 and (ii) notified to the Company by written or fax notice) the relevant Bank at least one Business Day prior to the date of such prepayment, provided that the failure of any Bank to so notify the Company of the amount of any such loss or expense shall not relieve the Company of its obligation to pay the same. (iii) Each prepayment pursuant to this Section 2.12 shall be applied to prepay ratably the Term Loan of the several Banks included in the case relevant Borrowing being prepaid. Upon receipt of ABR Loansa notice of prepayment pursuant to this Section 2.12, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Company; provided, that any such notice may be conditioned upon the occurrence of one or more events (including the effectiveness of new credit facilities) and may be revoked by the Company upon the non-occurrence of such event by written notice to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if date specified for such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidprepayment. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right (subject to the provisions of Section 2.12(b)) at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Eurocurrency Rate Loans and CDOR Rate Loans, or written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to on the date of prepayment in the case of ABR Loans and Canadian Prime Rate Loans, to the Administrative Agent before 12:00 (noon), New York City timep.m.; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000the Minimum Applicable Borrowing Amount. (b) Each (i) Optional prepayments of Term Loans shall be applied (x) to one or more Classes of Term Loans as elected by the Borrower and (y) against the remaining scheduled installments of principal due in respect of the applicable prepaid Class of Term Loans under Section 2.11 in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity; provided, however, that optional prepayments of the Designated Term Loans shall be applied not less than ratably among each Class of Designated Term Loans; provided, further, that (1) any Class of Term Loans with an earlier Term Loan Maturity Date may be optionally prepaid prior to the prepayment of any other Class of Term Loans made with a later Term Loan Maturity Date, (2) the Borrower may elect to prepay any newly created Class of Other Term Loans provided pursuant to a Refinancing Amendment substantially concurrently with the implementation of such Class of Other Term Loans pursuant to Section 2.11(a2.27 with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness incurred or issued substantially concurrently with the implementation of such Class (without any requirement to ratably prepay any other Class of Term Loans at such time) shall and (3) this Section 2.12(b)(i) may be made together modified in connection with a prepayment premium Refinancing Amendment or an Incremental Amendment to provide less than ratable treatment with respect to any new Class of Other Term Loans or Incremental Term Loans as provided in an amount equal to (i) if such prepayment is made prior to Section 2.27 or Section 2.26, as the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidmay be. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium The Company may, at its option, upon notice as set forth in paragraph (b) provided below, the Borrower shall have the right prepay at any time and all, or from time to time any part of, the bonds of the Thirtieth 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 any Borrowing, in whole or in part, upon at least three Business Days’ prior such principal amount. The Company will give each registered owner of Bonds of the Thirtieth Series written or fax notice (by first class mail or telephone notice promptly confirmed such other method as may be agreed upon by written the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day otherwise given not less than 30 days and not more than 60 days prior to the date of prepayment in the case of ABR Loansfixed for such prepayment, to each such registered owner at his, her or its last address appearing on the Administrative Agent before 12:00 registry books. Each such notice shall specify the Settlement Date (noonwhich shall be a Business Day), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice the bonds of prepayment shall specify the prepayment Thirtieth 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, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on a certificate signed by a Senior Financial Officer as to the principal amount to be prepaid to but excluding estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of paymentsuch notice were the date of the 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 Thirtieth Series (by first class mail or by such other method as may be 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 the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. 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. The bonds of the Thirtieth Series are not otherwise subject to voluntary or optional prepayment.

Optional Prepayment. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (ai) Subject such notice must be in a form acceptable to payment 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 LIBOR Loans and (B) on the date of prepayment of Base Rate Loans, in each case, or such later time as is reasonably acceptable to the Administrative Agent; and (ii) any applicable premium as set forth prepayment of LIBOR Loans or Base Rate Loans shall be in paragraph a minimum principal amount of $500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, 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 (b) belowbased on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall have make such prepayment and the right at any time payment amount specified in such notice shall be due and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to payable on the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City timespecified therein; provided, howeverthat such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each refinancing transaction or acquisition or other Investment). Any prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 LIBOR Loan shall be accompanied by all accrued and unpaid interest on the principal amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be prepaid promptly paid to but excluding the date of paymentLenders in accordance with their respective Applicable Percentages.

Optional Prepayment. At any time during the 25th month from the Closing Date through the 36th month from the Closing Date, Borrower shall have the option of prepaying an amount of the Term Loans not to exceed 10% of the then outstanding aggregate balance of the Term Loans upon written notice to Lender not later than the Requisite Time provided that any prepayment shall be accompanied by a payment equal to 4% of the prepayment amount for any prepayment during the period. At any time during the 37th month from the Closing Date through the Term Loans Maturity Date, Borrower shall have the option of prepaying either or both of the Term Loans in whole or in part upon written notice to Lender not later than the Requisite Time provided that any prepayment during such period shall be accompanied by a payment equal the prepayment amount multiplied by a percentage equal to (aA) 4% less (B) the product of (x) 4% multiplied by (y) a fraction the numerator of which is the number of days from the beginning of the 37th month from the Closing Date until and including the prepayment date (assuming a calendar year of 365 days) and the denominator of which is 730. Without limiting the generality of the foregoing, but for the avoidance of doubt, if Borrower desires to make a prepayment on the 48th month following the Closing Date, the percentage calculated pursuant to the immediately preceding sentence would be equal to 2% (e.g., 4% - (4%* (365/730))). Subject to payment the application of any applicable premium as set forth in paragraph (b) belowthe provisions of Section 3.5(a), the Borrower shall have the right to apply the aggregate net amount of such optional prepayments (e.g., remaining following application of the provisions of Section 3.5(a)) to the then outstanding principal balance of either or both of the Term Loans Notwithstanding anything to the contrary contained herein Borrower may not prepay any portion of any LIBOR Loan at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date last day of the applicable Interest Period unless Borrower accompanies such prepayment in the case of ABR Loans, with all indemnification costs to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made paid with respect thereto pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid2.6. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0005,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to at any time during the applicable periods set forth in this Section 2.11(a2.12(b) shall be made together with accompanied by a payment of a prepayment premium fee in an amount (expressed as a percentage of the principal amount of the Loans to be repaid) equal to (i) 1.00%, if such prepayment occurs on or prior to the date that is made six months after the Prior Restatement Date, and (ii) 0.50%, if such prepayment occurs after the date that is six months after the Prior Restatement Date, but on or prior to the first anniversary of the Closing Prior Restatement Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Optional prepayments of Term Loans shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (d) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty, except as provided in Section 2.12(b). All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, part upon at least three Business Days’ prior written (except, in the case of any prepayment of Tranche B-1 Term Loans pursuant to the First Amendment, as waived by the First Amendment) or fax notice (or telephone notice promptly confirmed by written or fax notice) the Parent Borrower to the Administrative Agent, not later than 12:30 p.m., 3 Business Days prior to such prepayment in the case of Eurodollar LoansLoans or BA Rate Loans and not later than 12:30 p.m., or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one 1 Business Day prior to the date of such prepayment in the case of ABR Loans or Canadian Base Rate Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000the Minimum Currency Threshold; provided, further, that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt. (b) Each prepayment Optional prepayments of Tranche A Term Loans made pursuant to shall be applied against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans under Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) the manner specified by the Parent Borrower or, if such prepayment is made not so specified on or prior to the first anniversary date of such optional prepayment, in direct order of maturity. Optional prepayments of Tranche B-2 Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Closing DateTranche B-2 Term Loans under Section 2.11(b) in the manner specified by the Parent Borrower or, 2.00%, and (ii) if such prepayment is made not so specified on or after the first anniversary of the Closing Date but prior to the second anniversary date of the Closing Date, 1.00%such optional prepayment, in each case direct order of maturity. Optional prepayments of any other Class of Term Loans shall be applied as set forth in the aggregate principal amount of applicable Incremental Amendment, Extension Offer, Refinancing Amendment, amendment relating to Replacement Term Loans being prepaidor other applicable Loan Document. (c) In the case of each prepayment of the Loans pursuant to this Section 2.12, the Borrowers may in their sole discretion select the Class or Classes and the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Lenders in any such Class ratably among the Lenders in such Class. Notwithstanding anything to the contrary in this Agreement, (x) after any Extension, the Borrowers may voluntarily prepay any Borrowing of any Class of non-extended Term Loans or non-extended Revolving Loans (and terminate the related Revolving Credit Commitment) pursuant to which the related Extension Offer was made without any obligation to prepay the corresponding Extended Term Loans or Extended Revolving Loans or may voluntarily prepay any Borrowing of any Extended Term Loans or Extended Revolving Loans (and terminate the related Extended Revolving Credit Commitment) pursuant to which the related Extension Offer was made without any obligation to voluntarily prepay the corresponding non-extended Term Loans or non-extended Revolving Loans and (y) after the incurrence or issuance of any Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving Credit Loans or Replacement Term Loans, the Borrowers may voluntarily prepay (and terminate the related Commitment with respect to) any Borrowing of any Tranche A Term Loans, Tranche B-2 Term Loans or Revolving Loans without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) any Class of Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving Credit Loans or Replacement Term Loans, or may voluntarily prepay (and terminate the related Commitment with respect to) any Borrowing of any Class of Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving Credit Loans or Replacement Term Loans without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) the Tranche A Term Loans, Tranche B-2 Term Loans, any other Term Loans or any Revolving Loans; provided that any Incremental Loans effected as a Term Loan Increase or a Revolving Commitment Increase to any existing Class of Term Loans or Revolving Loans and such existing Class of Term Loans or Revolving Loans, as applicable, shall in all events be voluntarily prepaid on a pro rata basis. (d) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the relevant Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked or extended by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All Eurodollar Loan and BA Rate Loan prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (e) Notwithstanding any other provision herein, in the event that, on or prior to the six month anniversary of the ClosingFirst Amendment Effective Date, the Parent Borrower (x) makes any prepayment of any the Tranche B-2 Term Loans fundedmade on the ClosingFirst Amendment Effective Date in connection with any Repricing Transaction with respect to such Tranche B-2 Term Loans or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to such Tranche B-2 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Tranche B-2 Term Loan Lender, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-2 Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1.00% of the aggregate principal amount of such Class of Tranche B-2 Term Loans subject to such Repricing Transaction. (f) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.12(a) and 9.04, so long as no Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis: (i) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.12(f) and without premium or penalty. (ii) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Term Loan Lender and/or (y) each Term Loan Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.12(f)(ii)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $2,500,000 and whole increments of $500,000 in excess thereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Loan Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (bd) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0003,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied as directed by the Borrower, and if no such direction is provided, pro rata against the remaining scheduled installments of principal due in an amount equal to (i) if such prepayment is made prior to the first anniversary respect of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior Term Loans to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidbe prepaid under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty, except as expressly provided in Section 2.12(d). All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) If, prior to the date that is six months after the Closing Date, (i) all or any portion of the Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence of secured term loans and the Effective Yield of such secured term loan financing is less than the Effective Yield of the Term Loans or (ii) a Term Lender must assign its Term Loans pursuant to Section 2.21 as a result of its failure to consent to an amendment that would reduce the Effective Yield then in effect with respect to such Term Loans then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the Borrower, in each case equal to 1.0% of the principal amount thereof; provided that this Section 2.12(d) shall not apply to any prepayment of the Term Loans upon the occurrence of a Change in Control. (e) Notwithstanding anything to the contrary contained in this Section 2.12, so long as no Default has occurred and is continuing or would result therefrom, the Borrower may repurchase outstanding Term Loans on the following basis: (i) the Borrower may make one or more offers (each, an “Offer”) to repurchase all or any portion of the Term Loans (the “Offer Loans”); provided that (A) the Borrower delivers to the Administrative Agent (for distribution to such Lenders) a notice of the aggregate principal amount of the Offer Loans that will be subject to such Offer no later than 12:00 (noon), New York City time, at least five Business Days (or such shorter period as may be agreed to by the Administrative Agent) in advance of the proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum principal amount of the Offer Loans the Borrower is willing to repurchase in the Offer, (3) the Class of such Offer Loans, (4) the range of discounts to par at which the Borrower is willing to repurchase the Offer Loans and (5) the instructions, consistent with this Section 2.12(e) with respect to the Offer, that a Term Lender must follow in order to have its Offer Loans repurchased; (B) the maximum dollar amount of each Offer shall be no less than $10,000,000 or whole multiples of $1,000,000 in excess thereof; (C) the Borrower shall hold such Offer open for a minimum period of three Business Days; (D) a Term Lender who elects to participate in the Offer may choose to tender all or part of such Term Lender’s Offer Loans; (E) the proceeds of Revolving Loans or ABL Facility Loans may not be used to fund any repurchase under this Section 2.12(e); (F) the Offer shall be made to the Term Lenders holding the Offer Loans on a pro rata basis in accordance with the respective principal amount of the Offer Loans then due and owing to the applicable Term Lenders; and (G) the Offer shall be conducted pursuant to such procedures as the Administrative Agent may reasonably establish; and (ii) following a repurchase pursuant to this Section 2.12(e) by the Borrower, (A) the Offer Loans so repurchased shall, without further action by any person, be deemed cancelled for all purposes and no longer outstanding for all purposes of this Agreement and all the other Loan Documents and (B) the Borrower will promptly advise the Administrative Agent of the total amount of Offer Loans that were repurchased from each Lender who elected to participate in the Offer.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) belowthe Intercreditor Agreement, the Borrower Borrowers shall have the right at any time time, and from time to time time, to prepay any Borrowingthe Loans, in whole or in part, upon at least not fewer than three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in from the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, Borrowers’ Agent to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000Agent. (b) Each Any partial prepayment of such Loans made pursuant to Section 2.11(a) shall be made together with in a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal minimum amount of Loans being prepaidfive hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof. (c) Each notice of prepayment given by the Borrowers’ Agent under this Section 3.07 shall specify the prepayment date, date and the portion of the principal amount of each Borrowing (or portion thereof) such Loans to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 3.07 shall be subject made by the Borrowers to paragraph (b) above (if applicable) the Administrative Agent for the account of the applicable Lenders and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of paymentpayment and by any additional amounts required to be paid under Section 4.05 (Funding Losses). (d) Amounts of principal prepaid under this Section 3.07 shall be allocated by the Administrative Agent as follows, subject to the terms of the Intercreditor Agreement: first, to the payment of all fees then due and payable to the Agents; second, to the payment of all costs, fees, expenses and indemnities then due and payable to the Senior Secured Parties, including fees and expenses of attorneys and Consultants reimbursable hereunder; third, subject only to Section 3.02(a), to the payment of all accrued and unpaid interest then due and payable in cash (excluding, for the avoidance of doubt, any previously Capitalized Interest) on the Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such prepayment; fourth, to the payment first, of principal of the Funded Loans (excluding, for the avoidance of doubt, any previously Capitalized Interest) pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts of Funded Loans on the date of such prepayment and second, of principal of any Loans resulting from any Capitalized Interest pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts of such Loans on the date of such prepayment; fifth, to the payment of all accrued and unpaid interest then due and payable in cash (excluding, for the avoidance of doubt, any previously Capitalized Interest) on the Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment; sixth, to the payment first, of principal of the Funded Loans (excluding, for the avoidance of doubt, any previously Capitalized Interest) pro rata among the Defaulting Lenders based on their respective outstanding principal amounts of Funded Loans on the date of such prepayment and a corresponding reduction in the Commitments of such Defaulting Lenders and second, of principal of any Loans resulting from any Capitalized Interest pro rata among the Defaulting Lenders based on their respective outstanding principal amounts of such Loans on the date of such prepayment; and seventh, to the Existing Administrative Agent for application under the Amended Credit Agreement, subject to the terms of the Intercreditor Agreement; provided, that unless the notice of such prepayment delivered by the Borrowers’ Agent in accordance with Section 3.07(a) expressly provides otherwise, (i) any Lender may in its sole discretion advise the Administrative Agent in writing by 12:00 p.m., New York City time, at least two (2) Business Days prior to the prepayment date specified in the Borrowers’ notice of any such prepayment, that such Lender elects to decline such prepayment, and (ii) the aggregate amount of payments declined pursuant to this proviso shall not be applied as a prepayment pursuant to this Section 3.07 and shall instead be applied by the Borrowers as a prepayment pursuant to Section 3.07 of the Amended Credit Agreement, as soon as practicable after giving effect to the notice requirements set forth therein. After giving effect to any such prepayments that have been applied to one or more Lenders and such prepayments that have been waived by one or more Lenders, the pro rata allocations among the Lenders shall be adjusted accordingly and the Administrative Agent shall give notice of the new outstanding balance of the Loans to each Lender. (e) Amounts prepaid, and not declined, pursuant to this Section 3.07 may be reborrowed within the limits of Section 2.01(a).

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to on the date day of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0002,000,000. The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.12. (b) Each prepayment Optional prepayments of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior allocated between the Loans of each Class and applied to the first anniversary installments of the Closing Date, 2.00%, and principal due in respect of such Loans under Section 2.11(a)(i) or (ii) if such prepayment is made on or after ), as the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%case may be, in each case as directed by the Borrowers (and absent such direction, in direct order of the aggregate principal amount of Loans being prepaidmaturity thereof). (c) Each notice of prepayment shall specify the prepayment date, date (which shall be a Business Day) and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) prepaid and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, such notice may be conditioned upon the effectiveness of other credit facilities or the receipt of proceeds or the issuance of debt or the occurrence of any other transaction, in which case, such notice may be revoked if such other credit facilities do not become effective, such proceeds are not received, such debt is not issued or such other transaction is not consummated. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty, except as set forth below under clause (d). All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, prior to the date that is six months after the Third Restatement Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Term Lender, (I), in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans being prepaid and (II) and in the case of clause (y), a payment equal to 1.00% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. (e) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Term Loans, subject to the conditions in clause (vi) below, any Loan Party or any Subsidiary of a Loan Party (each a “Purchasing Party”) may repurchase or purchase outstanding Term Loans pursuant to this Section 2.12(e) subject to the procedures as set forth below (or such other procedures as reasonably agreed between the Borrowers and Administrative Agent): (i) Any Purchasing Party may conduct one or more auctions open to all Lenders of the applicable Class on a pro rata basis (each, an “Auction”) to repurchase or purchase all or any portion of the Term Loans of such Class by providing written notice to the Administrative Agent (for distribution to the Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) an aggregate bid amount, which may be expressed at the election of such Purchasing Party as either the total par principal amount or the total cash value of the bid, in a minimum amount of $10,000,000 for each Auction and with minimum increments of $100,000 (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $100,000 or in an amount equal to the Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Lenders may submit only one Return Bid with respect to each Class per Auction (unless the Administrative Agent and the Purchasing Party elect to permit multiple bids, in which case the Administrative Agent and the Purchasing Party may agree to establish procedures under which each Return Bid may contain up to three bids with respect to each Class, only one of which can result in a Qualifying Bid (as defined below) with respect to such Class). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance modified in accordance with the procedures set forth in this Section 2.12(e). Each Return Bid and accompanying Assignment and Acceptance must be returned by each participating Lender by the time and date specified by the Administrative Agent as the due date for Return Bids (the “Return Bid Due Date”) for the applicable Auction, which shall be a date not more than 10 Business Days from the date of delivery of the Auction Notice, unless the Purchasing Party and the Administrative Agent otherwise agree; (iii) If more than one Class is included in an Auction, the following procedures will apply separately for each such Class. Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Borrowers, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount (i.e., the greatest discount to par) for which the Purchasing Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts received by the applicable Return Bid Due Date are insufficient to allow the Purchasing Party to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Purchasing Party shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount (i.e., the smallest discount to par). The Purchasing Party shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Purchasing Party shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). In any Auction for which the Administrative Agent and the Purchasing Party have elected to permit multiple bids, if a Lender has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or less than the Applicable Discount will be deemed the Qualifying Bid of such Lender. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the Return Bid Due Date; (iv) Once initiated by an Auction Notice, the Purchasing Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. The Purchasing Party will not have any obligation to purchase any Term Loans outside of the applicable Discount Range nor will any Reply Discounts outside such applicable Discount Range be considered in any calculation of the Applicable Discount or satisfaction of the Auction Amount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by the Borrowers. To the extent that no Lenders have validly tendered any Term Loans of a Class requested in an Auction Notice or as otherwise agreed by the Administrative Agent in its sole discretion, the Purchasing Party may amend such Auction Notice for such Term Loans at least 24 hours before the then-scheduled expiration time for such Auction. In addition, the Purchasing Party may extend the expiration time of an Auction at least 24 hours before such expiration time; (v) All repurchases pursuant to this Section 2.12(e) shall be deemed to be voluntary prepayments pursuant to this Section 2.12(e) in an amount equal to the full aggregate principal amount of such Term Loans and shall reduce the remaining scheduled payments of principal in respect of the applicable Class under Section 2.11 pro rata; provided that such repurchases shall not be subject to the provisions of Sections 2.12(a) through (d), Section 2.17 and Section 2.18; (vi) Any repurchase described in clause (v) above shall be subject to the following conditions: (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) no proceeds of the Revolving Credit Borrowings may be used to effect such repurchase; and (vii) Each Lender that sells its Term Loans pursuant to this Section 2.12(e) acknowledges and agrees that (i) the Purchasing Parties may come into possession of Excluded Information, (ii) such Lender will independently make its own analysis and determination to enter into an assignment of its Loans and to consummate the transactions contemplated by an Auction notwithstanding such Lender’s lack of knowledge of Excluded Information and (iii) none of the Purchasing Parties or any of its respective Affiliates, or any other person shall have any liability to such Lender with respect to the nondisclosure of the Excluded Information. Each Lender that tenders Loans pursuant to an Auction agrees to the foregoing provisions of this clause (vii). The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.12(e) and hereby waive the requirements of any provision of this Agreement (including, without limitation, any pro rata payment requirements) (it being understood and acknowledged that purchases of the Loans by a Purchasing Party contemplated by this Section 2.12(e) shall not constitute Investments by such Purchasing Party) or any other Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.12(e).

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) belowSection 2.13(c), the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ giving prior written or fax telecopy notice (or telephone notice promptly confirmed by written or fax telecopy notice) to the Agent, in the case of Eurodollar Loansan ABR Revolving Borrowing, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) 11:00 a.m., Charlotte time, on the date of prepayment and, in the case of any other Borrowing, by 10:00 a.m., Charlotte time, at least one three Business Day Days prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City timeprepayment; provided, however, that (i) each partial prepayment shall be in an amount that which is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, 500,000 and (ii) if such a partial prepayment is of any Term Borrowing or any Eurodollar Borrowing under this Section 2.13(a) shall not be made on or after that would result in the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the remaining aggregate outstanding principal amount of Loans thereof being prepaid. (c) less than $500,000. Each notice of prepayment shall specify the prepayment date, the Class, the Type, the Interest Period of the Borrowing to be prepaid (in the case of a Eurodollar Borrowing) and the principal amount of each Borrowing (or portion thereof) thereof to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. (b) The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Swingline Lender and to the Agent before 2:00 p.m., Charlotte time on the date of prepayment at the Swingline Lender's address for notices specified on Schedule 2.02(d) hereto. (c) All prepayments under Section 2.13(a) shall be subject to Section 2.16 but otherwise shall be without premium or penalty. All prepayments under this Section 2.11 2.13(b) shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.13 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of paymentpayment (but, in the case of an ABR Borrowing of any Class, only if such payment would prepay in full all ABR Loans of such Class). All prepayments of Term Borrowings under this Section 2.13 shall be allocated pro rata between the then outstanding Tranche A Term Loans and Tranche B Term Loans. All such prepayments of Term Borrowings under this Section 2.13 so allocated to the Tranche A Term Loans or Tranche B Term Loans shall be applied to reduce the scheduled payments of principal of such Loans due under Section 2.12(a) or (b) after the date of such prepayment on a pro rata basis (except that all or a portion of any such prepayment may be applied in direct order of maturity so long as, at the time of any such prepayment applied in direct order of maturity and after giving effect thereto, no more than the next four regularly scheduled payments of principal of either the Tranche A Term Loans or Tranche B Term Loans due under Section 2.12(a) or (b), as applicable, have been prepaid).

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, in accordance with the allocation provisions of this Agreement, upon at least three Business Days’ ' prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)2:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 500,000 and not less than $1,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium allocated pro rata among the outstanding Term Loans and the outstanding Other Term Loans. Within each Class of Term Loans, optional prepayments shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in an amount equal to (i) if respect of such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidClass under Section 2.11. (c) Each notice of prepayment shall specify (i) the prepayment date, (ii) the principal amount of each Borrowing (or portion thereof) to be prepaid, prepaid and (iii) the scheduled installment or installments of principal to which such prepayment is to be applied. Each such notice shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject Subject, to the extent required, to payment of any applicable premium the Exit Fee as set forth in paragraph (bc) below, the Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, in accordance with the allocation provisions of Section 2.17, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 500,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify (i) the prepayment date, date and (ii) the principal amount of each Borrowing (or portion thereof) to be prepaid, . Each such notice shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12(a) shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penaltypenalty except as provided in Section 2.12(c) to the extent applicable. All prepayments under this Section 2.11 2.12(a) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (i) Any portion of Revolving Loans that is prepaid under Section 2.12(a), 2.13(b) or Section 2.13(c) (other than (x) any prepayment under Section 2.13(c) caused by a reduction in the Commitments pursuant to Section 2.09(c) or (y) any prepayment under Section 2.12(a) if and to the extent that such prepayment does not cause the Working Capital Balance to exceed $7,500,000) and (ii) any reduction in the Commitments pursuant to Section 2.09(c), will be subject to an exit fee (the “Exit Fee”) payable by the Borrowers equal to 2.0% of the principal amount of the Revolving Loans so prepaid or of the Commitments so reduced.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) belowthe Intercreditor Agreement, the Borrower Borrowers shall have the right at any time time, and from time to time time, to prepay any Borrowingthe Revolving Loans and the Tranche A-1 Term Loans (and, following payment in full of the Revolving Loans and the Tranche A-1 Term Loans, the Tranche A-2 Term Loans), in whole or in part, upon at least not fewer than three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000from the Borrowers’ Agent. (b) Each Any partial prepayment of such Loans made pursuant to Section 2.11(a) shall be made together with in a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal minimum amount of Loans being prepaidfive hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof. (c) Each notice of prepayment given by the Borrowers’ Agent under this Section 3.07 shall specify the prepayment date, date and the portion of the principal amount of each Borrowing (or portion thereof) such Loans to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 3.07 shall be subject made by the Borrowers to paragraph (b) above (if applicable) the Administrative Agent for the account of the applicable Lenders and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (Funding Losses). (d) Amounts of principal prepaid under this Section 3.07 shall be allocated by the Administrative Agent as follows, subject to the terms of the Intercreditor Agreement: (i) Until such time as the (A) Revolving Loans that do not constitute Extended Loans and the Tranche A-1 Term Loans that do not constitute Extended Loans have been finally and fully paid and (B) Tranche A-2 Loans have been finally and fully paid: first, to the payment of all fees then due and payable to the Agents; second, to the payment of all costs, fees, expenses and indemnities then due and payable to the Senior Secured Parties, including fees and expenses of attorneys and Consultants reimbursable hereunder; third, subject only to Section 3.02(a), to the payment of all accrued and unpaid interest then due and payable in cash on the Revolving Loans and the Tranche A-1 Term Loans pro rata among the Revolving Lenders (other than any Defaulting Lender) and the Tranche A-1 Lenders based on their respective outstanding principal amounts on the date of such prepayment; fourth, to the payment of principal of the Revolving Loans and the Tranche A-1 Term Loans pro rata among the Revolving Lenders (other than any Defaulting Lender) and the Tranche A-1 Lenders based on their respective outstanding principal amounts on the date of such prepayment; provided that, notwithstanding the foregoing provisions of this clause fourth, that portion of any principal prepayment under this clause “fourth” that is a Voluntary Permanent Reduction Payment that would otherwise be allocated to any Tranche A-1 Term Loans that are Extended Loans or Revolving Loans that are Extended Loans pursuant to this clause fourth shall be deemed to be declined by the Extending Lenders and shall be allocated instead (x) first, to the payment of principal of the Revolving Loans (excluding any Revolving Loan that is an Extended Loan), along with a corresponding reduction in the Revolving Loan Commitments of the non-Extending Lenders, and the Tranche A-1 Term Loans (excluding any Tranche A-1 Term Loan that is an Extended Loan) pro rata among the Revolving Lenders (other than any Defaulting Lender or any Extending Lender) and the Tranche A-1 Lenders (other than any Extending Lender) based on their respective outstanding principal amounts on the date of such prepayment, and (y) second, in accordance with clauses fifth, sixth, seventh, eighth, ninth, and tenth of this Section 3.07(d)(i); fifth, to the payment of all accrued and unpaid interest then due and payable in cash on the Revolving Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment; sixth, to the payment of principal of Revolving Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment and a corresponding reduction in the Revolving Loan Commitments; provided that, notwithstanding the foregoing provisions of this clause sixth, that portion of any principal prepayment under this clause “sixth” that is a Voluntary Permanent Reduction Payment that would otherwise be allocated to any Extending Lender that is a Revolving Lender pursuant to this clause sixth shall be deemed declined by such Extending Lender and shall be allocated instead (x) first, to the payment of principal of the Revolving Loans held by Defaulting Lenders (other than any Revolving Loan that is an Extended Loan), along with a corresponding reduction in the Revolving Loan Commitments of the Defaulting Lenders that are non-Extending Lenders, pro rata among the Defaulting Lenders (other than any Extending Lender that is a Defaulting Lender) based on their respective outstanding principal amounts on the date of such prepayment and (y) second, in accordance with clauses seventh, eighth, ninth and tenth of this Section 3.07(d)(i)); seventh, to the payment of all accrued and unpaid interest then due and payable on the Tranche A-2 Term Loans pro rata among the Tranche A-2 Lenders based on their respective outstanding principal amounts on the date of such prepayment; eighth, to the payment of principal of the Tranche A-2 Term Loans pro rata among the Tranche A-2 Lenders based on their respective outstanding principal amounts on the date of such prepayment; ninth, to the payment of principal of the Tranche A-1 Term Loans that are Extended Loans pro rata among the Extending Lenders based on their respective outstanding principal amounts on the date of such prepayment (accompanied with the prepayment premium required by Section 3.15 (Prepayment Premium) with respect to such payment); and tenth, to the Borrowers. (ii) From and after the date upon which each of the (A) Revolving Loans and the Tranche A-1 Term Loans that do not constitute Extended Loans have been finally and fully paid and (B) Tranche A-2 Loans have been finally and fully paid: First, to the payment of all fees then due and payable to the Agents; second, to the payment of all costs, fees, expenses and indemnities then due and payable to the Senior Secured Parties, including fees and expenses of attorneys and Consultants reimbursable hereunder; third, subject only to Section 3.02(a), to the payment of all accrued and unpaid interest then due and payable in cash on the Revolving Loans and the Tranche A-1 Term Loans pro rata among the Revolving Lenders (other than any Defaulting Lender) and the Tranche A-1 Lenders based on their respective outstanding principal amounts on the date of such prepayment;

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowingof the Loans and other Obligations, in whole or in part, upon at least three Business Days’ prior written or fax notice 100% of the principal amount so prepaid, plus the prepayment premium (or telephone notice promptly confirmed by written or fax noticeexpressed as percentages of principal amount) in set forth below (the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice“Applicable Prepayment Premium”) at least one Business Day prior determined for the prepayment date with respect to such principal amount to the applicable prepayment date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 500,000 and not less than $1,000,000., in each case, unless the remaining outstanding amount of Loans is less than such amount): (b) The Borrower will give at least 3 Business Days’ prior written notice of each optional prepayment under this Section 2.10 to the Administrative Agent. Each such notice shall specify the prepayment date, the aggregate principal amount of the Loans made pursuant to Section 2.11(a) shall be made together prepaid on such date, and the interest to be paid on the prepayment date with a prepayment premium in an respect to such principal amount equal being prepaid, and, solely to (i) if the extent any such prepayment is made prior to the first third anniversary of the Closing Date, 2.00%, and (ii) if shall be accompanied by a certificate of a Financial Officer of the Borrower as to the estimated Applicable Prepayment Premium due in connection with such prepayment is made on or after (calculated as if the first anniversary date of such notice were the date of the Closing Date but prior to prepayment), setting forth the second anniversary details of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each such computation. Such notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing the Loans by the amount stated therein on the date stated therein; provided that such notice may be contingent on the satisfaction of certain conditions set forth therein, and such notice shall be deemed revoked if the conditions set forth therein are not satisfied within the time periods set forth in such notice for the satisfaction thereof (or are waived in writing by the Borrower). All prepayments under this Section 2.11 2.10 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty2.13. All prepayments under this Section 2.11 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, but, for the avoidance of doubt, no Applicable Prepayment Premium shall be paid or due (i) on any interest (other than, for the avoidance of doubt, PIK Interest that has been capitalized and added to principal) or amounts other than the principal amount of the Loans so prepaid or (ii) on the proceeds of a Cure Contribution or Cure Securities that are used to prepay the Loans. Each prepayment pursuant to this Section 2.10 in respect of the Loans shall be applied pro rata among such Loans.

Optional Prepayment. At any time prior to February 1, 2050 (asix months prior to the Sixty-first Series Stated Maturity) Subject to payment of any applicable premium the Company may, at its option, upon notice as set forth in paragraph (b) provided below, the Borrower shall have the right 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 Sixty-first Series written notice (by first class mail or such other method as may be agreed upon by the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or otherwise given not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, to each such registered owner at his, her or its last address appearing on the registry books. Each such notice shall specify the 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 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, and shall be accompanied by a certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the 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 may be 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 the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. 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 Borrowingsuch notice or certificate. At any time on or after February 1, 2050, the bonds of the Sixty-first Series will be redeemable at the option of the Company, in whole or in part, upon at least three Business Dayson not less than 30 nor more than 60 days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR LoansSettlement Date, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with at a prepayment premium in an amount redemption price equal to (i) if such prepayment is made prior to the first anniversary 100% of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Sixty-first Series to be prepaidredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Sixty-first Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (ai) Subject At any time prior to payment of any applicable premium as set forth in paragraph (b) belowJanuary 1, 2021, the Borrower shall have Issuer may, on any one or more occasions, prepay all or any portion of the right at any time and from time to time to prepay any Borrowing, in whole or in partunpaid principal amount of this Note, upon a prepayment notice given by the Issuer to the Holders as provided in Section 2(d) hereof (a “Prepayment Notice”), at least three Business Days’ prior written or fax notice a prepayment price (or telephone notice promptly confirmed by written or fax noticea “Prepayment Price”) equal to: (A) 100% of the principal amount of the Note prepaid, plus (B) the Applicable Premium for the Note; provided, however, no Applicable Premium shall be applicable to any repayments made in the case of Eurodollar Loans, or written or fax notice period beginning on and including the fifth (or telephone notice promptly confirmed by written or fax notice5th) at least one Business Day prior to the 91st day preceding the First Scheduled Payment Date and running through and including the First Scheduled Payment Date (but only to the extent such repayments are made to satisfy in whole or in part the repayment requirement set forth in Section 2(a) in respect of the First Scheduled Payment Date), plus accrued and unpaid interest, if any, to, but excluding, the applicable prepayment date (a “Prepayment Date”), subject to the rights of the Holders to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date. (ii) On or after January 1, 2021, the Issuer may on any one or more occasions prepay all or any part of this Note, upon a Prepayment Notice given by the Issuer to the Holders as provided in Section 2(d) hereof, at the Prepayment Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the portion of the principal so prepaid, to, but excluding, the applicable date of prepayment in prepayment, if prepaid during the case of ABR Loansperiods indicated below, subject to the Administrative Agent before 12:00 (noon)rights of Holders on the Prepayment Date to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date: On or after Percentage January 1, New York City time2021 104.500 % July 1, 2021 103.000 % January 1, 2022 101.500 % July 1, 2022 100.000 % ; provided, however, that each partial prepayment the Prepayment Price (expressed as a percentage of the principal amount) shall be 100.000% in an respect of any repayments made in the period beginning on and including the fifth (5th) Business Day prior to the 91st day preceding the Second Scheduled Payment Date and running through and including the Second Scheduled Payment Date (but only to the extent such repayments are made to satisfy in whole or in part the repayment requirement set forth in Section 2(a) in respect of the Second Scheduled Payment Date). Unless the Issuer defaults in the payment of the Prepayment Price, interest will cease to accrue on this Note or portions thereof called for prepayment on the applicable Prepayment Date. For purposes herein, any Prepayment Price payable under this Section 2(c)(ii) in excess of the principal amount that is an integral multiple of $100,000 and not less than $1,000,000accrued and unpaid interest prepaid shall be referred to herein as the “Prepayment Premium”. (biii) Each Any prepayment of Loans made pursuant to this Section 2.11(a2(c) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior pursuant to the first anniversary provisions of the Closing Date, 2.00%, and (iiSections 2(d) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidthrough 2(g) hereof. (civ) Each notice of Any prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) pursuant to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall 2(c) may, at the Issuer’s discretion, be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium one or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on more conditions precedent, including the principal amount to be prepaid to but excluding the date completion of paymentany related equity offering or any other corporate transaction or event.

Optional Prepayment. At any time prior to June 1, 2031 (athree months prior to the Sixty-second Series Stated Maturity) Subject to payment of any applicable premium the Company may, at its option, upon notice as set forth in paragraph (b) provided below, the Borrower shall have the right prepay at any time and all, or from time to time any part of, the bonds of the Sixty-second 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 Sixty-second Series written notice (by first class mail or such other method as may be agreed upon by the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or otherwise given not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, to each such registered owner at his, her or its last address appearing on the registry books. Each such notice shall specify the Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Sixty-second Series to be prepaid on such date, the principal amount of each 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, and shall be accompanied by a certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the 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-second Series (by first class mail or by such other method as may be 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 the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. 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 Borrowingsuch notice or certificate. At any time on or after June 1, 2031, the bonds of the Sixty-second Series will be redeemable at the option of the Company, in whole or in part, upon at least three Business Dayson not less than 30 nor more than 60 days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR LoansSettlement Date, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with at a prepayment premium in an amount redemption price equal to (i) if such prepayment is made prior to the first anniversary 100% of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Sixty-second Series to be prepaidredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Sixty-second Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0005,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied against the remaining scheduled installments of principal due in an amount equal to (i) if such prepayment is made prior respect of the Term Loans under Section 2.11 as designated by the Borrower to the first anniversary of Administrative Agent; if there is no designation by the Closing DateBorrower, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidprepayments will be applied pro rata against such installments. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. At any time after April 29, 1998, provided that the Registration Statement (ahereinafter defined) Subject to payment is effective and available for sales of any applicable premium as set forth in paragraph Registrable Securities (bhereinafter defined) belowthereunder, the Borrower shall have the right Company may at any time and from time to time to prepay any Borrowinghereafter prepay, in whole without premium or in partpenalty, upon at least three Business Days’ prior written or fax notice all (or telephone notice promptly confirmed by written or fax noticebut not less than all) in of the case outstanding principal amount of Eurodollar Loansthe Debentures (including, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior for this purpose, the Accrued Interest Debentures), together with interest accrued on such prepaid amount to the date of prepayment payment; provided (i) the average closing price of the Company's Common Stock on days the Common Stock traded during the 120-day period immediately preceding the date of the notice provided for in the case of ABR Loans, to the Administrative Agent before 12:00 paragraph (noon), New York City time; provided, however, that each partial prepayment c) hereinbelow shall be in an amount that is an integral multiple of $100,000 and have been not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%5.00, and (ii) if such prepayment is made on or after the first anniversary closing price of the Closing Date but prior to the second anniversary Common Stock for each of the Closing Date30 trading days immediately preceding the date of such notice shall have been not less than $5.00, 1.00%, adjusted in each case for stock splits, stock dividends or other similar transactions affecting the price of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, Common Stock. All such prepayments shall be irrevocable (unless such notice is expressly conditioned upon a refinancing applied pro rata to all of the Credit FacilityDebentures. At the option of the Holder, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein interest accrued on the prepaid amount to the date stated therein. All prepayments under this Section 2.11 of payment shall be subject to paragraph paid either (a) in cash or (b) above (if applicable) and by the issuance by the Company to the Holder of shares of Common Stock into which Accrued Interest Debentures would be convertible pursuant to Section 2.15 but otherwise without premium or penalty6 hereof if Accrued Interest Debentures had been issued to the Holder on such date in payment of such interest and such Accrued Interest Debentures were converted by the Holder immediately thereafter. All prepayments under this Section 2.11 Unless the Holder gives the Company not less than 10 days' prior written notice of the exercise of such option, the Holder shall be accompanied by accrued and unpaid deemed to have irrevocably elected to receive payment of such interest in cash. Any exercise or deemed exercise of such option shall be binding on the principal amount to be prepaid to but excluding the date any subsequent Holder of paymentthis Debenture.

Optional Prepayment. The Borrower may prepay the outstanding principal amount (together with accrued Interest) on the Notes as follows: (a) Subject to payment of any applicable premium as set forth in paragraph (b) belowThe Borrower may, the Borrower shall have the right at its option, at any time and upon notice given to Agent as provided in Section 11.01(b), unless such notice is waived by the Requisite Lenders, prepay all or any portion of the principal amount of any of the Notes, by payment to the Lenders, of an amount equal to the redemption prices (the “Optional Redemption Prices”) set forth below (expressed as a percentage of the outstanding principal amount being prepaid, from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax noticetime) in together with Interest accrued and unpaid on the case principal amount of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the Notes so prepaid through the date fixed for such prepayment, and reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (nooncounsel), New York City timeif any, associated with such prepayment; provided, however, that each partial prepayment payment of less than the full outstanding balance of the principal amount of the Notes shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000.250,000 or integral multiples of $100,000 in excess thereof. If such prepayment is to be made by the Borrower to the Lenders during any Loan Year set forth below, the Optional Redemption Price shall be determined based upon the percentage indicated below for such Loan Year multiplied by the principal amount which is being prepaid: 1 104 % 2 103 % Thereafter 100 % (b) Each The Borrower shall give written notice of prepayment of Loans made the Notes pursuant to this Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made 11.01 not less than 10 nor more than 60 days prior to the first anniversary date fixed for such prepayment. Such notice of prepayment pursuant to this Section 11.01 shall be given in the Closing Datemanner specified in Section 14.02 of this Agreement. Upon notice of prepayment pursuant to this Section 11.01 being given by the Borrower, 2.00%the Borrower covenants and agrees that it will prepay, on the date therein fixed for prepayment, the Notes or the portion thereof so called for prepayment, at the applicable Optional Redemption Price set forth above with respect to the principal amount or the portion thereof so called for prepayment, together with Interest accrued and unpaid thereon to the date fixed for such prepayment, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior costs and expenses referred to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidSection 11.01(a). (c) Each notice Any optional prepayment under this Section 11.01 shall include payment of prepayment shall specify the prepayment date, accrued Interest on the principal amount of each Borrowing (or portion thereof) to be prepaid, the Notes so prepaid and shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilityapplied first to all costs, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) expenses and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments indemnities payable under this Section 2.11 shall be subject Agreement, then to paragraph (b) above (payment of default interest, if applicable) any, then to accrued but unpaid Interest, if any, and thereafter to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentamount.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to on the date day of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0002,000,000. The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.12. (b) Each prepayment Optional prepayments of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior allocated between the Loans of each Class and applied to the first anniversary installments of the Closing Date, 2.00%, and principal due in respect of such Loans under Section 2.11(a)(i) or (ii) if such prepayment is made on or after ), as the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%case may be, in each case of as directed by the aggregate principal amount of Loans being prepaidBorrowers. (c) Each notice of prepayment shall specify the prepayment date, date (which shall be a Business Day) and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) prepaid and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, such notice may be conditioned upon the effectiveness of other credit facilities or the receipt of proceeds or the issuance of debt or the occurrence of any other transaction, in which case, such notice may be revoked if such other credit facilities do not become effective, such proceeds are not received, such debt is not issued or such other transaction is not consummated. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty, except as set forth below under clause (d). All prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, prior to the date that is six months after Acquiror Stockholder Approval (as defined in the Acquisition Agreement) is obtained pursuant to Section 9.2(d) of the Acquisition Agreement, the Borrowers (x) make any prepayment of Loans in connection with any Repricing Transaction or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Lender, (I), in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Loans being prepaid and (II) and in the case of clause (y), a payment equal to 1.00% of the aggregate amount of the applicable Loans outstanding immediately prior to such amendment. (e) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, subject to the conditions in clause (vi) below, any Loan Party or any Subsidiary of a Loan Party (each a “Purchasing Party”) may repurchase or purchase outstanding Loans pursuant to this Section 2.12(e) subject to the procedures as set forth below (or such other procedures as reasonably agreed between the Borrowers and Administrative Agent): (i) Any Purchasing Party may conduct one or more auctions open to all Lenders of the applicable Class on a pro rata basis (each, an “Auction”) to repurchase or purchase all or any portion of the Loans of such Class by providing written notice to the Administrative Agent (for distribution to the Lenders of the related Class) identifying the Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) an aggregate bid amount, which may be expressed at the election of such Purchasing Party as either the total par principal amount or the total cash value of the bid, in a minimum amount of $10,000,000 for each Auction and with minimum increments of $100,000 (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Loans which must be in increments of $100,000 or in an amount equal to the Lender’s entire remaining amount of such Loans (the “Reply Amount”). Lenders may submit only one Return Bid with respect to each Class per Auction (unless the Administrative Agent and the Purchasing Party elect to permit multiple bids, in which case the Administrative Agent and the Purchasing Party may agree to establish procedures under which each Return Bid may contain up to three bids with respect to each Class, only one of which can result in a Qualifying Bid (as defined below) with respect to such Class). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance modified in accordance with the procedures set forth in this Section 2.12(e). Each Return Bid and accompanying Assignment and Acceptance must be returned by each participating Lender by the time and date specified by the Administrative Agent as the due date for Return Bids (the “Return Bid Due Date”) for the applicable Auction, which shall be a date not more than 10 Business Days from the date of delivery of the Auction Notice, unless the Purchasing Party and the Administrative Agent otherwise agree; (iii) If more than one Class is included in an Auction, the following procedures will apply separately for each such Class. Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Borrowers, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount (i.e., the greatest discount to par) for which the Purchasing Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts received by the applicable Return Bid Due Date are insufficient to allow the Purchasing Party to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Purchasing Party shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount (i.e., the smallest discount to par). The Purchasing Party shall purchase Loans subject to such Auctions (or the respective portions thereof) from each applicable Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Purchasing Party shall purchase such Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). In any Auction for which the Administrative Agent and the Purchasing Party have elected to permit multiple bids, if a Lender has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or less than the Applicable Discount will be deemed the Qualifying Bid of such Lender. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the Return Bid Due Date; (iv) Once initiated by an Auction Notice, the Purchasing Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. The Purchasing Party will not have any obligation to purchase any Loans outside of the applicable Discount Range nor will any Reply Discounts outside such applicable Discount Range be considered in any calculation of the Applicable Discount or satisfaction of the Auction Amount. Each purchase of Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by the Borrowers. To the extent that no Lenders have validly tendered any Loans of a Class requested in an Auction Notice or as otherwise agreed by the Administrative Agent in its sole discretion, the Purchasing Party may amend such Auction Notice for such Loans at least 24 hours before the then-scheduled expiration time for such Auction. In addition, the Purchasing Party may extend the expiration time of an Auction at least 24 hours before such expiration time; (v) All repurchases pursuant to this Section 2.12(e) shall be deemed to be voluntary prepayments pursuant to this Section 2.12(e) in an amount equal to the full aggregate principal amount of such Loans and shall reduce the remaining scheduled payments of principal in respect of the applicable Class under Section 2.11 pro rata; provided that such repurchases shall not be subject to the provisions of Sections 2.12(a) through (d), Section 2.17 and Section 2.18; (vi) Any repurchase described in clause (v) above shall be subject to no Default or Event of Default has occurred and is continuing or would result therefrom; and (vii) [Reserved]. (viii) Each Lender that sells its Loans pursuant to this Section 2.12(e) acknowledges and agrees that (i) the Purchasing Parties may come into possession of Excluded Information, (ii) such Lender will independently make its own analysis and determination to enter into an assignment of its Loans and to consummate the transactions contemplated by an Auction notwithstanding such Lender’s lack of knowledge of Excluded Information and (iii) none of the Purchasing Parties or any of its respective Affiliates, or any other person shall have any liability to such Lender with respect to the nondisclosure of the Excluded Information. Each Lender that tenders Loans pursuant to an Auction agrees to the foregoing provisions of this clause (viii). The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.12(e) and hereby waive the requirements of any provision of this Agreement (including, without limitation, any pro rata payment requirements) (it being understood and acknowledged that purchases of the Loans by an Purchasing Party contemplated by this Section 2.12(e) shall not constitute Investments by such Purchasing Party) or any other Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.12(e).

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ ' prior written or fax telecopy notice (or telephone notice promptly confirmed by written or fax telecopy notice) in the case of Eurodollar Loans, or prior written or fax telecopy notice (or telephone notice promptly confirmed by written or fax telecopy notice) at least one Business Day on or prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 500,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to Except for (i) if such prepayment is made prior to the first anniversary optional prepayments of the Closing Date, 2.00%, Revolving Loans and (ii) if such prepayment is made on or after optional prepayments of Acquisition Loans during the first anniversary Acquisition Loan Availability Period, optional prepayments shall be allocated pro rata among the then-outstanding Tranche A Term Loans, Tranche B Term Loans, Additional Tranche B Term Loans and Acquisition Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the Closing Date but prior to the second anniversary of the Closing DateTranche A Term Loans, 1.00%Tranche B Term Loans, in each case of the aggregate principal amount of Additional Tranche B Term Loans being prepaidand Acquisition Loans under Sections 2.11(a)(i), (ii), (iii) and (iv), respectively. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 shall be accompanied by accrued and but unpaid interest on the principal amount to be being prepaid to but excluding the date of payment.

Optional Prepayment. At any time prior to September 15, 2043 (asix months prior to the Forty-ninth Series Stated Maturity) Subject to payment of any applicable premium the Company may, at its option, upon notice as set forth in paragraph (b) provided below, the Borrower shall have the right 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 Forty-ninth Series written notice (by first class mail or such other method as may be agreed upon by the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or otherwise given not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, to each such registered owner at his, her or its last address appearing on the registry books. Each such notice shall specify the 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 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, and shall be accompanied by a certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the 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 may be 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 the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. 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 Borrowingsuch notice or certificate. At any time on or after September 15, 2043, the bonds of the Forty-ninth series will be redeemable at the option of the Company, in whole or in part, upon at least three Business Dayson not less than 30 nor more than 60 days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR LoansSettlement Date, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with at a prepayment premium in an amount redemption price equal to (i) if such prepayment is made prior to the first anniversary 100% of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Forty-ninth Series to be prepaidredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Forty-ninth Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three 3 Business Days’ prior written or fax notice by the applicable Borrower (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Euro Rate Loans, or written or fax notice by the applicable Borrower (or telephone notice promptly confirmed by written or fax notice) at least one 1 Business Day prior to the date of prepayment in the case of ABR Loans and Canadian Prime Rate Loans, to the Administrative Agent before 12:00 (noon), New York City time1:00 p.m.; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000the Minimum Applicable Borrowing Amount, and (ii) optional prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of the respective underlying Bankers’ Acceptance. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) of any Class shall be made together with a prepayment premium applied against the remaining scheduled installments of principal due in an amount equal to (i) respect of such Term Loans under Section 2.11 in the manner specified by the relevant Borrower or, if such prepayment is made not so specified on or prior to the first anniversary date of such optional prepayment, in direct order of maturity. Optional prepayments of the Closing Date, 2.00%, US Term Loans and any Incremental US Term Loans shall be applied ratably among the outstanding US Term Loans and Incremental US Term Loans (ii) if such prepayment is made on or after the first anniversary any). Optional prepayments of the Closing Date but prior to Canadian Term Loans and any Incremental Canadian Term Loans shall be applied ratably among the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of outstanding Canadian Term Loans being prepaidand Incremental Canadian Term Loans (if any). (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount (or Face Amount, as applicable) of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the relevant Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice delivered by the relevant Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.17 but otherwise without premium or penalty. All Euro Rate Loan prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment the terms of any applicable premium as set forth in paragraph (b) belowthis Section 2(d), the Borrower shall have Debtors may prepay the right outstanding principal amount of the Loans in whole at any time on or after the later of (x) November 1, 2005 and from time to time to prepay any Borrowing, (y) the repayment in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in full of the case of Eurodollar Post Equipment Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day but prior to the date of prepayment in the case of ABR LoansMaturity Date, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with at a prepayment premium in an amount price equal to (i) if all accrued interest thereon, to the date set for prepayment, plus (ii) the principal amount of the Loan together with a prepayment fee representing the amortization of certain of Lenders' costs incurred in connection with the purchase of the Notes equal to the principal amount prepaid multiplied by the following percentage: Date of Prepayment Premium ----------------- --------- November 1, 2005 through 6% January 31, 2006 February 1, 2006 through 5% April 30, 2006 May 1, 2006 through 4% July 31, 2006 August 1, 2006 through 3% October 31, 2006 November 1, 2006 to but 0% excluding the Maturity Date If the Debtors shall elect to prepay the Loans pursuant to this Section 2(d) hereof, the Debtors shall give notice of such prepayment to Lenders not less than ten (10) days or more than sixty (60) days prior to the date fixed for prepayment, specifying (i) the date on which such prepayment is made prior to be made, (ii) the first anniversary of the Closing Date, 2.00%principal amount and prepayment fee required to be paid on such date, and (iiiii) if the accrued interest applicable to the prepayment. Such notice shall be accompanied by a certificate of an executive officer of the Debtors that such prepayment is being made on or after the first anniversary in compliance with this Section 2(d). Notice of the Closing Date but prior to the second anniversary of the Closing Dateprepayment having been so given, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of the Loans, together with accrued interest thereon and the applicable prepayment fee shall specify become due and payable on the prepayment datedate set forth in such notice, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing withdrawn by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject Debtors not less than five (5) days prior to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch date.

Optional Prepayment. (a) Subject to payment of any applicable premium only as set forth in paragraph (bd) below, the Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, in accordance with the allocation provisions of Section 2.12(b), upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 500,000 and not less than $1,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a2.12(a) shall be made together with a prepayment premium applied against the outstanding principal due in an amount equal to (i) if such prepayment is made prior to the first anniversary respect of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after applicable Term Loans as directed by the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidBorrower Agent. (c) Each notice of prepayment shall specify (i) the prepayment date, date and (ii) the principal amount of each Borrowing (or portion thereof) to be prepaid, . Each such notice shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12(a) shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penaltypenalty except as provided in Section 2.12(d) to the extent applicable. All prepayments under this Section 2.11 2.12(a) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) All or any portion of the Term Loans that is prepaid under Section 2.12(a), 2.13(a) or 2.13(c) prior to October 31, 2019 will be subject to an exit fee (the “Exit Fee”) payable by the Borrowers equal to: (i) On or prior to the second anniversary of the Closing Date, the greater of: (A) 12.5% of the outstanding principal amount of the Term Loans so prepaid; and (B) The excess of: (1)(x) 112.5% of the outstanding principal amount of the Term Loans so prepaid plus (y) the present value of all required interest payments due on the applicable Term Loans through the second anniversary of the Closing Date (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of date of such prepayment over (2) the outstanding principal amount of the Term Loans so prepaid. (ii) After the second anniversary of the Closing Date and prior to October 31, 2019, 12.5% of the outstanding principal amount of the Term Loans so prepaid.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, the Construction/Term Loans (in whole or in part, upon at least three Business Days’ prior written ) without premium or fax penalty by providing notice (or telephone notice promptly confirmed by written or fax notice) in to the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day T5 Administrative Agent prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time, on the date that is (i) with respect to any prepayment of SOFR Loans, five U.S. Government Securities Business Days and (ii) with respect to any prepayment of Base Rate Loans, one Business Day, prior to the proposed prepayment date. Any prepayment notice may be revoked; provided, however, that each partial prepayment the Borrower shall be in an amount that is an integral multiple responsible for any additional amounts required to be paid to any Construction/Term Lender pursuant to Section 4.5 as a result of $100,000 and not less than $1,000,000such revocation. (b) Each Any partial voluntary prepayment of the Construction/Term Loans made pursuant to under this Section 2.11(a) 3.8 shall be made together with a prepayment premium in an amount minimum amounts of $10,000,000 or if the outstanding Construction/Term Loans is less than $10,000,000, then equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidoutstanding Construction/Term Loans. (c) Each All voluntary prepayments under this Section 3.8 shall be made by the Borrower to the T5 Administrative Agent for the account of the Construction/Term Lenders in accordance with Section 3.8(d). (d) With respect to each prepayment to be made pursuant to this Section 3.8, on the date specified in the notice of prepayment shall specify the prepayment datedelivered pursuant to Section 3.8(a), the principal amount of each Borrowing (or portion thereof) Borrower shall pay to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing the T5 Administrative Agent the sum of the Credit Facilityfollowing amounts: (i) the principal of, and (other than for partial repayments of Construction/Term Loans that are SOFR Loans, in which case Section 3.2(a)(ii) shall apply) accrued but unpaid interest on, the Construction/Term Loans to be prepaid; (ii) any additional amounts required to be paid under Section 4.5; and (iii) any other Obligations due to the Credit Agreement Senior Secured Parties in connection with any prepayment under the T5 Financing Documents. (e) The Borrower (i) shall either (A) concurrently with such notice may prepayment under this Section 3.8, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the T5 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements required to be rescinded if terminated in connection with such refinancing shall not prepayment in accordance with Section 3.19; or (B) (1) reserve an amount equal to 105% of the T5 IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be consummated or shall otherwise required to be delayed) and shall commit payable by the Borrower in respect of the Senior Secured IR Hedge Agreements terminated in connection with such prepayment in accordance with Section 3.19 and (2) (x) within 45 days of the date of such prepayment, pay to prepay the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the T5 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements required to be terminated in connection with such Borrowing by the amount stated therein prepayment in accordance with Section 3.19 and (y) on the date stated therein. All prepayments of such payment of the last such T5 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of T5 IR Hedge Termination Amounts to the principal of the Construction/Term Loans that were subject to such optional prepayment; and (ii) may either (A) concurrently with such prepayment under this Section 2.11 shall be subject 3.8, pay to paragraph (b) above (if applicable) the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the T5 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements that have been and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount are permitted to be prepaid terminated in connection with such prepayment in accordance with Section 3.19; or (B) (1) reserve an amount equal to but excluding 105% of the T5 IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be payable in connection with such prepayment as a result of terminations of the Senior Secured IR Hedge Agreements that are permitted to be made in connection with such prepayment in accordance with Section 3.19 and (2) (x) within 45 days of the date of paymentsuch prepayment, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the T5 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements permitted to be terminated in connection with such prepayment in accordance with Section 3.19 and (y) on the date of such payment of the last such T5 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of T5 IR Hedge Termination Amounts to the principal of the Construction/Term Loans that were subject to such prepayment. (f) Voluntary payments of principal of the Construction/Term Loans will be applied pro rata against subsequent scheduled payments, in inverse order of maturity, or in direct order of maturity, at the Borrower’s sole discretion. (g) Amounts of any Construction/Term Loans prepaid pursuant to this Section 3.8 may not be reborrowed.

Optional Prepayment. At any time prior to January 27, 2033 (athree months prior to the Sixty-fourth Series Stated Maturity) Subject to payment of any applicable premium the Company may, at its option, upon notice as set forth in paragraph (b) provided below, the Borrower shall have the right prepay at any time and all, or from time to time any part of, the bonds of the Sixty-fourth 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 Sixty-fourth Series written notice (by first class mail or such other method as may be agreed upon by the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or otherwise given not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, to each such registered owner at his, her or its last address appearing on the registry books. Each such notice shall specify the Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Sixty-fourth Series to be prepaid on such date, the principal amount of each 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, and shall be accompanied by a certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the 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-fourth Series (by first class mail or by such other method as may be 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 the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. 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 Borrowingsuch notice or certificate. At any time on or after January 27, 2033, the bonds of the Sixty-fourth Series will be redeemable at the option of the Company, in whole or in part, upon at least three Business Dayson not less than 30 nor more than 60 days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR LoansSettlement Date, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with at a prepayment premium in an amount redemption price equal to (i) if such prepayment is made prior to the first anniversary 100% of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Sixty-fourth Series to be prepaidredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Sixty-fourth Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax telecopy notice (or telephone telephonic notice promptly confirmed by written or fax telecopy notice) delivered to the Administrative Agent before 11:00 a.m., New York City time, (i) at least three Business Days prior to the date designated for such prepayment in the case of any prepayment of a Eurodollar Loans, Borrowing or written or fax notice (or telephone notice promptly confirmed by written or fax noticeii) at least one Business Day prior to the date of designated for such prepayment in the case of any prepayment of an ABR LoansBorrowing; PROVIDED, to the Administrative Agent before 12:00 (noon), New York City time; provided, howeverHOWEVER, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0005,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans and, at the option of the Borrower, (i) if such prepayment is made prior to applied pro rata against the first anniversary remaining scheduled installments of principal due in respect of the Closing Date, 2.00%, Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), respectively, or (ii) FIRST, applied against the scheduled installments of principal, if any, of Tranche A Term Loans and Tranche B Term Loans due on any Term Loan Repayment Date occurring within six months of the date of such prepayment is made on or after and SECOND, applied pro rata against the first anniversary remaining scheduled installments of principal due in respect of the Closing Date but prior to the second anniversary of the Closing DateTranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), 1.00%, in each case of the aggregate principal amount of Loans being prepaidrespectively. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments of Eurodollar Borrowings under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior without premium or penalty, by giving irrevocable written or fax notice (or telephone telephonic notice promptly confirmed by written or fax noticein writing) to the Administrative Agent no later than (i) in the case of Eurodollar Loansprepayment of any Eurocurrency Borrowing, or written or fax notice 11:00 a.m. not less than three (or telephone notice promptly confirmed by written or fax notice3) at least Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment such prepayment, and (iii) in the case of ABR LoansSwingline 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 and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent before 12:00 (noonshall 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), New York City time; provided, howeverthat if a Eurocurrency Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, that each 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 is would be permitted in the case of an integral multiple advance of $100,000 and not less than $1,000,000. (b) a Revolving Borrowing of the same Type pursuant to Section 2.3. Each prepayment of Loans made pursuant to Section 2.11(a) a Borrowing shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior applied ratably to the first anniversary of the Closing Date, 2.00%, and (ii) if Loans comprising such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidBorrowing. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. At any time prior to March 16, 2030 (asix months prior to the Fifty-sixth Series Stated Maturity) Subject to payment of any applicable premium the Company may, at its option, upon notice as set forth in paragraph (b) provided below, the Borrower shall have the right prepay at any time and all, or from time to time any part of, the bonds of the Fifty-sixth 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 Fifty-sixth Series written notice (by first class mail or such other method as may be agreed upon by the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or otherwise given not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, to each such registered owner at his, her or its last address appearing on the registry books. Each such notice shall specify the Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Fifty-sixth Series to be prepaid on such date, the principal amount of each 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, and shall be accompanied by a certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the 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 Fifty-sixth Series (by first class mail or by such other method as may be 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 the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. 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 Borrowingsuch notice or certificate. At any time on or after March 16, 2030, the bonds of the Fifty-sixth series will be redeemable at the option of the Company, in whole or in part, upon at least three Business Dayson not less than 30 nor more than 60 days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR LoansSettlement Date, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with at a prepayment premium in an amount redemption price equal to (i) if such prepayment is made prior to the first anniversary 100% of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Fifty-sixth Series to be prepaidredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Fifty-sixth Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed Prepayment Notice by written or fax notice) the Borrower in the case of Eurodollar Term Loans, or written or fax notice (or telephone notice promptly confirmed Prepayment Notice by written or fax notice) the Borrower at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 (noon), New York City time12:30 p.m.; provided, however, that each partial prepayment shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000the Minimum Threshold. (b) Each prepayment Optional prepayments of the Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied against the remaining scheduled installments of principal due in an amount equal to (i) respect of such Term Loans under Section 2.11 in the manner specified by the Borrower or, if such prepayment is made not so specified on or prior to the first anniversary date of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%optional prepayment, in each case direct order of maturity. Optional prepayments of Term Loans and any Incremental Term Loans shall be applied ratably among the aggregate principal amount of outstanding Term Loans being prepaidand Incremental Term Loans. (c) Each notice of prepayment Prepayment Notice shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. (d) In the event that all or any portion of the Term Loans are repaid, prepaid (which shall be deemed for these purposes to include any assignments pursuant to Section 2.21(a)), replaced, repriced or effectively refinanced through (i) the incurrence of Indebtedness (other than pursuant to Section 2.13 (other than Sections 2.13(c) or (d)) or following acceleration of the Term Loans pursuant to Article VII) or (ii) any waiver, consent or amendment (including, without limitation, any Extension Amendment or Refinancing Amendment) the result of which would be the lowering of the effective interest cost or the weighted average yield of any of the Term Loans, in each case on or prior to the first anniversary of the Closing Date, such repayment, prepayment, replacement, repricing or refinancing shall be made at 101% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. Such applicable amount shall be due and payable on the date of such repayment, prepayment, replacement, repricing or effective refinancing (whether or not an Event of Default is occurring) and shall be a condition precedent to the effectiveness of any applicable amendment contemplated by, or transaction pursuant to, Sections 2.21(a), 2.23 or 2.24. (e) All prepayments under repayments pursuant to this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicableSection 2.12(d) and to Section 2.15 2.16, but shall otherwise be without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. At any time prior to January 15, 2044 (asix months prior to the Fifty-first Series Stated Maturity) Subject to payment of any applicable premium the Company may, at its option, upon notice as set forth in paragraph (b) provided below, the Borrower shall have the right prepay at any time and all, or from time to time any part of, the bonds of the Fifty-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 Fifty-first Series written notice (by first class mail or such other method as may be agreed upon by the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or otherwise given not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, to each such registered owner at his, her or its last address appearing on the registry books. Each such notice shall specify the Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Fifty-first Series to be prepaid on such date, the principal amount of each 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, and shall be accompanied by a certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the 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 Fifty-first Series (by first class mail or by such other method as may be 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 the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. 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 Borrowingsuch notice or certificate. At any time on or after January 15, 2044, the bonds of the Fifty-first series will be redeemable at the option of the Company, in whole or in part, upon at least three Business Dayson not less than 30 nor more than 60 days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR LoansSettlement Date, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with at a prepayment premium in an amount redemption price equal to (i) if such prepayment is made prior to the first anniversary 100% of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Fifty-first Series to be prepaidredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Fifty-first Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (a) Subject to payment of any applicable premium The Company may, at its option, upon notice as set forth in paragraph (b) provided below, the Borrower shall have the right prepay at any time and all, or from time to time any part of, the bonds of the Fifty-fifth 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 any Borrowing, in whole or in part, upon at least three Business Days’ prior such principal amount. The Company will give each registered owner of bonds of the Fifty-fifth Series written or fax notice (by first class mail or telephone notice promptly confirmed such other method as may be agreed upon by written the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day otherwise given not less than 30 days and not more than 60 days prior to the date of prepayment in the case of ABR Loansfixed for such prepayment, to each such registered owner at his, her or its last address appearing on the Administrative Agent before 12:00 registry books. Each such notice shall specify the Settlement Date (noonwhich shall be a Business Day), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice the bonds of prepayment shall specify the prepayment Fifty-fifth 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, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on a certificate signed by a Senior Financial Officer as to the principal amount to be prepaid to but excluding estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of paymentsuch notice were the date of the 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 Fifty-fifth Series (by first class mail or by such other method as may be 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 the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. 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. The bonds of the Fifty-fifth Series are not otherwise subject to voluntary or optional prepayment.

Optional Prepayment. The Borrower may prepay the outstanding Principal Amount (together with accrued Interest) on the Notes as follows: (a) Subject to payment of any applicable premium as set forth in paragraph (b) belowThe Borrower may, the Borrower shall have the right at their option, at any time and upon notice given to Agent as provided in Section 10.01(b), unless otherwise agreed to by the Required Lenders, prepay all or any portion of the Principal Amount of the Series A Notes and/or the Series B Notes, by payment to the Lenders, of an amount equal to the redemption prices (the “Optional Redemption Prices”) set forth below (expressed as a percentage of the outstanding Principal Amount being prepaid, from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax noticetime) in together with Interest accrued and unpaid on the case Principal Amount of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the Notes so prepaid through the date fixed for such prepayment, and reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (nooncounsel), New York City timeif any, associated with such prepayment; provided, however, that each partial prepayment payment of less than the full outstanding balance of the Principal Amount of the Notes shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000.250,000 or integral multiples of $100,000 in excess thereof. If such prepayment is to be made by the Credit Parties to the Lenders during any Loan Year set forth below, the Optional Redemption Price shall be determined based upon the percentage indicated below for such Loan Year multiplied by the Principal Amount which is being prepaid: (b) Each The Borrower shall give written notice of prepayment of Loans made the Notes pursuant to this Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made 10.01 not less than 10 nor more than 60 days prior to the first anniversary date fixed for such prepayment. Such notice of prepayment pursuant to this Section 10.01 shall be given in the Closing Datemanner specified in Section 12.02 of this Agreement. Upon notice of prepayment pursuant to this Section 10.01 being given by the Borrower, 2.00%the Borrower covenant and agree that they will prepay, on the date therein fixed for prepayment, the Notes or the portion thereof so called for prepayment, at the applicable Optional Redemption Price set forth above with respect to the Principal Amount or the portion thereof so called for prepayment, together with Interest accrued and unpaid thereon to the date fixed for such prepayment, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior costs and expenses referred to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidSection 10.01(a). (c) Each notice of Any optional prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 10.01 shall include payment of accrued Interest on the Principal Amount of the Notes so prepaid and shall be subject applied first to paragraph (b) above (if applicable) all costs, expenses and to Section 2.15 but otherwise without premium or penalty. All prepayments indemnities payable under this Section 2.11 shall be accompanied by Agreement, then to payment of default interest, if any, then to accrued but unpaid Interest, if any, and unpaid interest on thereafter to the principal amount to be prepaid to but excluding the date of paymentPrincipal Amount.

Optional Prepayment. (ai) Subject to payment of any applicable premium as set forth in paragraph (b) belowThe Borrowers may, the Borrower shall have the right at any time and from time to time time, upon (A) in the case of a Reference Rate Loan, at least 1 Business Day prior written notice to the Agents, or (B) in the case of a LIBOR Rate Loan at least 3 Business Days' prior written notice (or, in each case, such shorter notice as may be agreed by the Agents) to the Agents, prepay any Borrowingthe principal of the Term Loan, in whole or in part; provided, that, if such notice states that it is conditioned upon the receipt of the proceeds from the issuance of Indebtedness or Equity Interests, such notice of prepayment may be revoked by the Borrowers if such condition is not satisfied. Each prepayment made pursuant to this Section 2.05(b)(i) shall be accompanied by the payment of (A) accrued interest to the date of such payment on the amount prepaid and (B) the Applicable Premium, if any, payable in connection with such prepayment of the Term Loan. Each such prepayment shall be applied against, and offset, the remaining installments of principal due on the Term Loan in the inverse order of maturity pursuant to Section 2.03(b). (ii) The Borrowers may, upon at least three 10 Business Days’ ' prior written or fax notice (or telephone to the Administrative Agent, terminate this Agreement by paying to the Administrative Agent, in cash, the Obligations, in full, plus the Applicable Premium, if any, payable in connection with such termination of this Agreement. If the Administrative Borrower has sent a notice promptly confirmed by written or fax notice) of termination pursuant to this Section 2.05(b)(ii), then the Lenders' obligations to extend credit hereunder shall terminate and the Borrowers shall be obligated to repay the Obligations, in full, plus the case Applicable Premium, if any, payable in connection with such termination of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to this Agreement on the date set forth as the date of prepayment termination of this Agreement in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000such notice. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time time, and from time to time time, to prepay any Borrowingthe Loans, in whole or in part, upon at least not fewer than three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000Agent. (b) Each notice of prepayment of Loans made pursuant to given by the Borrower under this Section 2.11(a) 3.07 shall be made together with a specify the prepayment premium in an amount equal to (i) if such prepayment is made prior to date and the first anniversary portion of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 3.07 shall be subject made by the Borrower to paragraph (b) above (if applicable) the Administrative Agent for the account of the Lenders and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of paymentpayment and by any additional amounts required to be paid under Section 4.05 (Funding Losses). (c) Amounts of principal prepaid under this Section 3.07 shall be allocated by the Administrative Agent first, to the payment of all costs, fees, expenses and indemnities then due and payable to the Senior Secured Parties, including fees and expenses of attorneys and Consultants reimbursable hereunder; second, to the payment of all accrued and unpaid interest then due and payable on the Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such prepayment; third, to the payment of principal of Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such prepayment but without a reduction in the Commitments; fourth, to the payment of all accrued and unpaid interest then due and payable on the Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment; fifth, to the payment of principal of Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment; and sixth, to the ▇▇ ▇▇▇▇ Collateral Sub-Account in an amount up to the Maximum Available Amounts under all Letters of Credit then outstanding as cash collateral to secure the repayment of any Loans that may result from a draw on any such Letter of Credit. (d) Subject to Section 3.07(c) “first”, amounts prepaid pursuant to this Section 3.07 may be reborrowed.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Term Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0005,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied against the remaining scheduled installments of principal due in an amount equal to (i) if such prepayment is made prior to the first anniversary respect of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after Term Loans under Section 2.11 as directed by the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidBorrower. (c) Each notice of prepayment shall specify (i) the prepayment date, (ii) the principal amount of each Borrowing (or portion thereof) to be prepaid and (iii) the Class of Term Loans to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case provided that such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayedconditioned on receiving the proceeds of any refinancing) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicableSections 2.12(d) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that for any reason the Borrower makes any optional prepayment (or mandatory prepayments pursuant to Section 2.13(c)) of Term Loans prior to the date that is 12 months after the Closing Date, such prepayment(s) shall be accompanied by the payment by the Borrower to the Administrative Agent, for the ratable account of each of the applicable Lenders, of the Applicable Premium Amount (if any) applicable to the Term Loans so prepaid or repaid.

Optional Prepayment. Except as expressly provided in this Section 2(c), no amounts of principal or interest due hereunder may be prepaid by the Maker without the prior written consent of the Holder. In the event that (ai) Subject the registration statement required to payment be filed by the Maker pursuant to the Registration Rights Agreement of any applicable premium as set forth even date herewith executed in paragraph connection with in the Purchase Agreement (bthe "Registration Rights Agreement") below, the Borrower shall have been declared effective by the right at any time Securities and from time to time to prepay any Borrowing, Exchange Commission and shall remain effective and (ii) either (A) the Closing Sales Price of the Common Stock has been greater than Two Hundred Fifty Percent (250%) of the Conversion Price then in whole or in part, upon effect for at least three Business Days’ prior written or fax notice twenty (or telephone notice promptly confirmed by written or fax notice20) in the case of Eurodollar Loansconsecutive trading days, or (B) the Maker shall have consummated the sale of its Common Stock in a firm commitment underwritten public offering in which the offering price per share of Common Stock was greater than Two Hundred Percent (200%) of the Conversion Price then in effect and the aggregate gross proceeds to the Maker were greater than TWENTY MILLION DOLLARS ($20,000,000) (any such event meeting the criteria specified in clauses (i) and (ii) being referred to herein as a "Prepayment Trigger Event"), then the Maker shall be entitled to prepay, subject to the terms of this Section 2(c), any or all of the outstanding principal of and accrued but unpaid interest on the Debentures by giving written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Holders at least one Business Day thirty (30) days prior to the date fixed for the prepayment (which shall not be more than ninety (90) days after the Prepayment Triggering Event), and, upon delivery of such prepayment in the case of ABR Loans, notice to the Administrative Agent before 12:00 (noon)Holders, New York City timesuch prepayment election shall be irrevocable; provided, however, that each partial in the event that the Maker elects to prepay less than all of the then outstanding Debentures, such prepayment shall be in an amount allocated pro rata among all Holders based upon the proportion that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 accrued but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the Debentures held by the Holder bears to the aggregate principal amount of and accrued but unpaid interest on all of the Debentures held by all Holders. Neither the occurrence of a Prepayment Trigger Event or an election by the Maker to be prepaid prepay the Debentures shall affect the right of the Holder to but excluding exercise its Conversion Option with respect to this Debenture on or prior to the date prepayment in full of paymentthis Debenture.

Optional Prepayment. (a) Subject With respect to payment of any applicable premium as set forth in paragraph (b) belowLoan, the Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior without premium or penalty, by giving irrevocable written or fax notice (or telephone telephonic notice promptly confirmed by written or fax noticein writing) to the Administrative Agent no later than (i) in the case of Eurodollar Loansprepayment of any LIBO Rate Borrowing, or written or fax notice 11:00 a.m. not less than three (or telephone notice promptly confirmed by written or fax notice3) at least Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one (1) Business Day prior to the date of prepayment such prepayment, and (iii) in the case of ABR LoansSwingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent before shall 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)noon on the date designated in such notice, New York City timetogether with accrued interest to such date on the amount so prepaid in accordance with Section 2.14; provided, howeverthat if a LIBO Rate Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, that each 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 is would be permitted in the case of an integral multiple advance of $100,000 and 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. (b) 1,000,000 for a LIBO Rate Loan or $100,000 for a Base Rate Loan. Each prepayment of Loans made pursuant to Section 2.11(a) a Borrowing shall be made together with applied ratably to the Loans comprising such Borrowing as Borrowers may direct; provided however that, in the case of a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing DateTerm Loan, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the be applied to principal amount installments in inverse order of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentmaturity.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing(i) Revolving Credit Borrowings, (ii) Term Borrowings or (iii) Swingline Borrowings, in each case in whole or in part, upon at least three Business Days’ ' (in the case of a Eurodollar Borrowing), or one Business Day's (in the case of an ABR Borrowing), prior written or fax telecopy notice (or telephone notice promptly confirmed by written or fax telecopy notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City timeAgent; 43 38 provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000500,000. (b) Each prepayment of Loans made principal of the Term Borrowings pursuant to paragraph (a) above shall be applied pro rata against the remaining scheduled payments of principal due under Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid). (c) Each notice of prepayment shall specify (i) the amount to be prepaid, (ii) the prepayment date, (iii) whether the prepayment relates to Revolving Credit Borrowings, Term Borrowings or Swingline Borrowings and (iv) the principal amount to be prepaid of each Borrowing (A) Revolving Credit Borrowings (or portion thereof), (B) Term Borrowings (or portion thereof) to be prepaid, or (C) Swingline Borrowings (or portion thereof). Each such notice shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing obligations by the amount stated specified therein on the date stated specified therein. All prepayments of Borrowings under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of payment. (d) Except as contemplated in the definition of the term "Excess Cash Flow", no optional prepayment of Term Borrowings made by the Borrower pursuant to this Section 2.12 shall reduce the Borrower's obligation to make mandatory prepayments pursuant to Section 2.13.

Optional Prepayment. (ai) Subject The Borrower may, upon notice to payment the Administrative Agent, at any time 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 any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Revolving Loans; (ii) any applicable premium as set forth prepayment of Eurodollar Rate Loans shall be in paragraph a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (biii) belowany prepayment of Base Rate 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 specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if 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 is given by the Borrower, the Borrower shall have make such prepayment and the right at payment amount specified in 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 any time and additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Loans of the Revolving Lenders in accordance with their respective Applicable Revolving Credit Percentages. (ii) In addition to the required repayment of principal of the Term Loan set forth in Section 2.08(c), the Borrower may, upon irrevocable notice to the 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), voluntarily prepay the Term Loan in whole or in part from time to time on any Business Day, without penalty or premium; 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 any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans, (ii) any prepayment of the Term Loan shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or in the entire remaining principal balance of the Term Loan), and (iii) any such prepayment will be applied among the Term Loan Lenders in accordance with their respective Applicable Term Loan Percentages. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Segment to be prepaid. A Responsible Officer of the Borrower shall provide the Administrative Agent written confirmation of each such telephonic notice but failure to provide such confirmation shall not affect the validity of such telephonic notice. The Administrative Agent will promptly notify each Term Loan Lender of its receipt of each such notice, and such Term Loan Lender’s pro rata share of such prepayment. 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. All prepayments of principal under this Section 2.06(a)(ii) shall be applied pro rata across the remaining installments of principal of the Term Loan pursuant to Section 2.08(c). (iii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay any Borrowing, Swing Line Loans in whole or in part, upon at least three Business Days’ prior written part without premium or fax penalty; provided that (i) such notice (or telephone notice promptly confirmed must be received by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%prepayment, and (ii) if any such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, shall be in each case of the aggregate a minimum principal amount of Loans being prepaid. (c) $100,000. Each such notice of prepayment shall specify the prepayment date, the principal date and amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such prepayment. If such notice is expressly conditioned upon a refinancing of given by the Credit FacilityBorrower, the Borrower shall make such prepayment and the payment amount specified in which case such notice may shall be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) due and shall commit the Borrower to prepay such Borrowing by the amount stated therein payable on the date stated specified therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (bd) below, the Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, (i) in the case of a Eurocurrency Borrowing, upon at least three Business Days’ prior written written, fax or fax electronic mail notice (or telephone notice promptly confirmed by written written, fax or fax electronic mail notice) or (ii) in the case of Eurodollar Loansan ABR Borrowing, upon at least one Business Day’s prior written, fax or written or fax electronic mail notice (or telephone notice promptly confirmed by written written, fax or fax electronic mail notice) at least one Business Day prior to the date of prepayment ), in the each case of ABR Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $100,000 the Borrowing Multiple and not less than $1,000,000the Borrowing Minimum and (ii) any prepayment of a Borrowing pursuant to this Section 2.12(a) shall be made on a pro rata basis among the Loans comprising such Borrowing based on the aggregate principal amount of such Loans then outstanding. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid.[Intentionally omitted] (c) [Intentionally omitted] (d) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided that, a notice of optional prepayment may state that such notice is conditioned upon the receipt of net proceeds from other Indebtedness, in which case such notice may be revoked by the Borrowers (by written notice to the Administrative Agent) on or prior to the fourth Business Day after such notice of optional prepayment is delivered. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penaltypenalty (except as expressly provided in paragraph (b) above). All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (bd) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (submitted by hand delivery or telephone notice promptly confirmed by written or fax noticeemail) in the case of Eurodollar Loans, or prior written or fax notice (submitted by hand delivery or telephone notice promptly confirmed by written or fax noticeemail) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0003,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied as directed by the Borrower, and if no such direction is provided, pro rata against the remaining scheduled installments of principal due in an amount equal to (i) if such prepayment is made prior to the first anniversary respect of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior Term Loans to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidbe prepaid under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty, except as expressly provided in Section 2.12(d). All prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) If any Term Loans are voluntarily prepaid pursuant to Section 2.12(a) or mandatorily prepaid pursuant to Section 2.13(d), such prepayments shall be made together with a premium equal to (x) 3.50% of the amount prepaid if such prepayment occurs prior to October 1, 2021, (y) 1.50% of the amount prepaid if such prepayment occurs on or after October 1, 2021 but prior to October 1, 2022, and (z) 1.00% of the amount prepaid if such prepayment occurs on or after October 1, 2022 but prior to October 1, 2023 (the foregoing premiums, the “Prepayment Premium”). For the avoidance of doubt, there shall be no Prepayment Premium payable for any prepayment on or after October 1, 2023. Notwithstanding anything to the contrary contained herein, the Prepayment Premium shall be due whether or not such prepayment occurred before or after an Event of Default has occurred and is continuing, whether or not there has been an acceleration of Loans and before or after the commencement of any insolvency proceeding. (e) Notwithstanding anything to the contrary contained in this Section 2.12, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may repurchase outstanding Term Loans on the following basis: (i) the Borrower may make one or more offers (each, an “Offer”) to repurchase all or any portion of the Term Loans (the “Offer Loans”); provided that (A) the Borrower delivers to the Administrative Agent (for distribution to such Lenders) a notice of the aggregate principal amount of the Offer Loans that will be subject to such Offer no later than 12:00 (noon), New York City time, at least five Business Days (or such shorter period as may be agreed to by the Administrative Agent) in advance of the proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum principal amount of the Offer Loans the Borrower is willing to repurchase in the Offer, (3) the Class of such Offer Loans, (4) the range of discounts to par at which the Borrower is willing to repurchase the Offer Loans and (5) the instructions, consistent with this Section 2.12(e) with respect to the Offer, that a Term Lender must follow in order to have its Offer Loans repurchased; (B) the maximum dollar amount of each Offer shall be no less than $10,000,000 or whole multiples of $1,000,000 in excess thereof; (C) the Borrower shall hold such Offer open for a minimum period of three Business Days; (D) a Term Lender who elects to participate in the Offer may choose to tender all or part of such Term Lender’s Offer Loans; (E) the Offer shall be made to the Term Lenders holding the Offer Loans on a pro rata basis in accordance with the respective principal amount of the Offer Loans then due and owing to the applicable Term Lenders; (F) proceeds of the ABL Facility Loans may not be used to fund any repurchase under this Section 2.12(e); and (G) the Offer shall be conducted pursuant to such procedures as set forth in Schedule 2.12 or as the Administrative Agent may reasonably establish; and (ii) following a repurchase pursuant to this Section 2.12(e) by the Borrower, (A) the Offer Loans so repurchased shall, without further action by any person, be deemed cancelled for all purposes and no longer outstanding for all purposes of this Agreement and all the other Loan Documents and (B) the Borrower will promptly advise the Administrative Agent of the total amount of Offer Loans that were repurchased from each Lender who elected to participate in the Offer.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0005,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied against the remaining scheduled installments of principal due in an amount equal to (i) respect of the Term Loans under Section 2.11 in the manner specified by the Borrower or, if such prepayment is made not so specified on or prior to the first anniversary date of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%optional prepayment, in each case direct order of the aggregate principal amount of Loans being prepaidmaturity. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All Eurodollar Loan prepayments under this Section 2.11 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. The Issuer may prepay the outstanding principal amount (together with accrued Interest) on the Note as follows: (a) Subject to payment of any applicable premium as set forth in paragraph (b) belowThe Issuer may, the Borrower shall have the right at its option, at any time upon notice given to Purchaser as provided in Section 10.01(b), prepay, by wire transfer of immediately available funds, all or any portion of the principal amount of the Note, together with Interest accrued and from time to time to prepay unpaid on the principal amount of the Note so prepaid through the date fixed for such prepayment, provided that (i) any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) such prepayment shall be applied in the case inverse order of Eurodollar Loansthe maturity of the principal amount of the Note, or written or fax notice (or telephone notice promptly confirmed by written or fax noticeii) at least one Business Day prior to the date [reserved] and (iii) Issuer shall pay Purchaser all (A) Interest, including default interest, if any, (B) reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (nooncounsel), New York City timeif any, associated with such prepayment, and (C) all other costs, expenses and indemnities then payable under this Agreement; provided, however, that each partial prepayment payment of less than the full outstanding balance of the principal amount of the Note shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,00025,000 or integral multiples of $25,000 in excess thereof. Any optional prepayment under this Section 10.01 shall be applied first to all costs, expenses and indemnities payable under this Agreement, then to payment of default interest, if any, then to accrued but unpaid Interest, if any, and thereafter to the premium and principal amount. (b) Each The Issuer shall give written notice of prepayment of Loans made the Note pursuant to this Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made 10.01 not less than 5 nor more than 30 Business Days prior to the first anniversary date fixed for such prepayment. Such notice of prepayment pursuant to this Section 10.01 shall be given in the Closing Date, 2.00%, manner specified in Section 12.02 of this Agreement and (ii) if such prepayment is made on or after shall specify the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being the Note to be prepaid. (c) Each . Upon notice of prepayment shall specify pursuant to this Section 10.01 being given by the prepayment dateIssuer, the Issuer covenants and agrees that it will prepay, on the date therein fixed for prepayment, the principal amount of each Borrowing (or portion thereof) to be prepaidso called for prepayment, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of together will all other amounts required under Section 10.01(a), all in the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments manner provided under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment10.01(a).

Optional Prepayment. The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (aas well as all interest accrued and unpaid thereon through the end of the related Interest Period) Subject to payment on the last Business Day of any applicable premium as set forth in paragraph Interest Period related thereto (b) beloweach an “Optional Prepayment Date”); provided, that the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior Borrowers deliver a Prepayment Notice to the date of prepayment in the case of ABR LoansLender, to the Administrative Agent before 12:00 (noon), no later than 1:00 p.m. New York City time; provided, however, time on a Business Day that each is at least two (2) Business Days preceding the Optional Prepayment Date. Any partial prepayment shall be in an a minimum principal amount that is an integral multiple of $100,000 and not less than $10,000,000 and in increments of $1,000,000. (b) Each . Any such prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium paid over to the Lender by the Borrowers by 1:00 p.m. (New York City time) on such Optional Prepayment Date, and shall be in an amount equal to the sum of (i) if the Loan amount being prepaid on the date of such prepayment is made prior to the first anniversary of the Closing Dateprepayment, 2.00%, and plus (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by all accrued and unpaid interest on the principal amount to be such Loan being prepaid to but excluding as of the date of paymentsuch prepayment, plus (iii) the allocable portion (determined by the Lender in its sole reasonable discretion) of all other amounts due from the Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than an Optional Prepayment Date provided that the Borrowers make a timely delivery of a Prepayment Notice, and in addition to the amount required under items (i), (ii), and (iii) above, the Borrowers must pay, without duplication, (a) all Breakage Costs, if any, actually incurred by the Lender and resulting from such prepayment and (b) all interest on such Loan being prepaid through the end of the Interest Period following the prepayment. In the absence of a timely delivered Prepayment Notice, the Lender shall automatically and without further action by the Borrowers continue each Loan at the termination of each Interest Period for a successive Interest Period beginning on the day immediately following the final day of the immediately preceding Interest Period.

Optional Prepayment. The Company may prepay (aeach, an “Optional Prepayment”) Subject to payment of any applicable premium as set forth the Note in paragraph (b) below, the Borrower shall have the right whole or in part at any time and or from time to time without penalty or premium by paying the Outstanding Amount being prepaid at a price equal to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice 150% of the Outstanding Amount being prepaid (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon“Optional Prepayment Price”), New York City time; provided, however, that each partial prepayment the aggregate Outstanding Amount under this Note and the Other Notes being prepaid in any Optional Prepayment pursuant to this Section 2(a) (and analogous provisions under the Other Notes) shall be in an at least $250,000, or such lesser amount that is an integral multiple of $100,000 then remains outstanding under this Note and the Other Notes. The Company may exercise its right to prepay the Note under this Section 2(a) by delivering a written notice thereof by electronic mail and overnight courier to the Holder and all, but not less than $1,000,000. all, of the holders of the Other Notes (b) an “Optional Prepayment Notice” and the date all of the holders of the Notes received such notice is referred to as the “Optional Prepayment Notice Date”). Each prepayment of Loans made pursuant to Section 2.11(a) Optional Prepayment Notice shall be made together with a prepayment premium in an amount equal to irrevocable. Each Optional Prepayment Notice shall (i) if state the date on which the Optional Prepayment shall occur (the “Optional Prepayment Date”), which date shall not be less than two (2) Business Days nor more than fifteen (15) Business Days following such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, Optional Prepayment Notice Date and (ii) if such prepayment is made on or after state the first anniversary aggregate Outstanding Amount of the Closing Date but prior Notes which the Company has elected to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) Optional Prepayment from the Holder and all of the other holders of the Other Notes pursuant to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued 2(a) (and unpaid interest analogous provisions under the Other Notes) on the principal amount to be prepaid to but excluding the date of paymentOptional Prepayment Date.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0003,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium applied as directed by the Borrower, and if no such direction is provided, pro rata against the remaining scheduled installments of principal due in an amount equal to (i) if such prepayment is made prior to the first anniversary respect of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior Term Loans to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidbe prepaid under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, (i) upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or (ii) written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, in each case to the Administrative Agent before 12:00 noon (noon), New York City time) on the relevant date; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment Optional prepayments of Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied against the remaining scheduled installments of principal due in an amount equal to (i) if such prepayment is made prior to the first anniversary respect of the Closing DateTerm Loans and the Other Term Loans, 2.00%if any, and (ii) if such prepayment is made on or after under Section 2.11 in a manner determined at the first anniversary discretion of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidBorrower. (c) Each notice of prepayment shall be substantially in the form of Exhibit F or such other form as shall be acceptable to the Administrative Agent, shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16, but otherwise shall be without premium or penalty. All prepayments under this Section 2.11 , and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment; provided, however, that in the case of a prepayment of an ABR Revolving Loan or a Swingline Loan that is not made in connection with a termination of the Revolving Credit Commitments, the accrued and unpaid interest on the principal amount prepaid to but excluding the date of prepayment shall be payable on the next scheduled Interest Payment Date with respect to such ABR Revolving Loan or Swingline Loan.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,0005,000,000. (b) Each prepayment Optional prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as designated by the Borrower to the Administrative Agent; if there is no designation by the Borrower, such prepayments will be applied pro rata against such installments. Optional prepayments of PF L/C Loans or Other PF L/C Loans made pursuant to Section 2.11(a) other than in connection with a corresponding reduction of the PF L/C Commitments or Incremental PF L/C Commitments, respectively, shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of Administrative Agent, which shall promptly remit the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior same to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidCredit-Linked Deposit Account. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 2.12 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.11 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. At any time prior to January 15, 2022 (asix months prior to the Fiftieth Series Stated Maturity) Subject to payment of any applicable premium the Company may, at its option, upon notice as set forth in paragraph (b) provided below, the Borrower shall have the right prepay at any time and all, or from time to time any part of, the bonds of the Fiftieth 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 Fiftieth Series written notice (by first class mail or such other method as may be agreed upon by the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or otherwise given not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, to each such registered owner at his, her or its last address appearing on the registry books. Each such notice shall specify the Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Fiftieth Series to be prepaid on such date, the principal amount of each 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, and shall be accompanied by a certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the 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 Fiftieth Series (by first class mail or by such other method as may be 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 the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. 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 Borrowingsuch notice or certificate. At any time on or after January 15, 2022, the bonds of the Fiftieth series will be redeemable at the option of the Company, in whole or in part, upon at least three Business Dayson not less than 30 nor more than 60 days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR LoansSettlement Date, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with at a prepayment premium in an amount redemption price equal to (i) if such prepayment is made prior to the first anniversary 100% of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Fiftieth Series to be prepaidredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Fiftieth Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Borrowing of any Class in whole or in part, upon at least three Business Days’ subject to prior written or fax notice in accordance with paragraph (or telephone notice promptly confirmed c) of this Section 2.10, and if applicable, payment of the fee in the immediately following paragraph. Loans may be prepaid by written or fax noticethe Borrower in aggregate amounts that are (x) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 1,000,000 and not less than $1,000,000. 10,000,000 and (by) 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 made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal allocated to the installments thereof as directed by the Borrower. Any (i) if 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 made prior lower than the all-in yield on the date of such prepayment with respect to the first anniversary of the Closing Date, 2.00%, and Initial Term Loans subject to such prepayment and/or (ii) if such prepayment is made on or after the first anniversary repricing of the Closing Date but 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 second anniversary of the Closing DateInitial Term Loans, 1.00%shall, in each case case, be accompanied by a prepayment fee equal to 1.0% of the aggregate principal amount of Loans being prepaid. such prepayment (cor, in the case of clause (ii) Each notice above, of prepayment shall specify the prepayment date, 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 prior to the six month anniversary of the Effective Date (or portion thereof) with any Lender whose Initial Term Loans are required to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon repaid or assigned as a refinancing result of the Credit Facility, in which case exercise of Section 2.18 as a result of not consenting to such notice may be rescinded if amendment also entitled to such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpremium).

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower The ▇▇▇▇▇ Borrowers shall have the right at any time and from time to time to prepay any Borrowing, the T4 ▇▇▇▇▇ Loans (in whole or in part, upon at least three Business Days’ prior written ) without premium or fax penalty by providing notice (or telephone notice promptly confirmed by written or fax notice) in to the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day FinCo Administrative Agent prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time, on the date that is (i) with respect to any prepayment of SOFR Loans, three U.S. Government Securities Business Days and (ii) with respect to any prepayment of Base Rate Loans, one Business Day, prior to the proposed prepayment date. Any prepayment notice may be revoked; provided, however, that each partial prepayment the ▇▇▇▇▇ Borrowers shall be in an amount that is an integral multiple responsible for any additional amounts required to be paid to any T4 ▇▇▇▇▇ Lender pursuant to Section 6.5 as a result of $100,000 and not less than $1,000,000such revocation. (b) Each Any partial voluntary prepayment of the T4 ▇▇▇▇▇ Loans made pursuant to under this Section 2.11(a) 5.8 shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary minimum amounts of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid$10,000,000. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All voluntary prepayments under this Section 2.11 5.8 shall be subject made by the ▇▇▇▇▇ Borrowers to paragraph the FinCo Administrative Agent for the account of the T4 ▇▇▇▇▇ Lenders in accordance with Section 5.8(d). (bd) above (if applicable) and With respect to each prepayment to be made pursuant to this Section 5.8, on the date specified in the notice of prepayment delivered pursuant to Section 2.15 5.8(a), the ▇▇▇▇▇ Borrowers shall pay to the ▇▇▇▇▇ Administrative Agent the sum of the following amounts: (i) the principal of, and (other than for partial repayments of T4 ▇▇▇▇▇ Loans that are SOFR Loans in which case, Section 5.2(a)(i) shall apply) accrued but otherwise without premium or penalty. All prepayments unpaid interest on, the T4 ▇▇▇▇▇ Loans to be prepaid; (ii) any additional amounts required to be paid under Section 6.5; and (iii) any other Obligations due to the Credit Agreement FinCo Secured Parties in connection with any prepayment under the ▇▇▇▇▇ Financing Documents. (e) The ▇▇▇▇▇ Borrowers (i) shall either (A) concurrently with such prepayment under this Section 2.11 shall be accompanied by accrued and unpaid interest on 5.8, pay to the principal amount ▇▇▇▇▇ Secured IR Hedge Counterparties to the ▇▇▇▇▇ Secured IR Hedge Agreements the ▇▇▇▇▇ IR Hedge Termination Amounts payable in respect of any ▇▇▇▇▇ Secured IR Hedge Agreements required to be prepaid terminated in connection with such prepayment in accordance with Section 5.17 or (B) (1) reserve an amount equal to but excluding 105% of the ▇▇▇▇▇ IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be required to be payable by the ▇▇▇▇▇ Borrowers in respect of the ▇▇▇▇▇ Secured IR Hedge Agreements terminated in connection with such prepayment in accordance with Section 5.17 and (2) (x) within 45 days of the date of paymentsuch prepayment, pay to the ▇▇▇▇▇ Secured IR Hedge Counterparties to the ▇▇▇▇▇ Secured IR Hedge Agreements the ▇▇▇▇▇ IR Hedge Termination Amounts payable in respect of any ▇▇▇▇▇ Secured IR Hedge Agreements required to be terminated in connection with such prepayment in accordance with Section 5.17 and (y) on the date of such payment of the last such ▇▇▇▇▇ IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of ▇▇▇▇▇ IR Hedge Termination Amounts to the principal of the T4 ▇▇▇▇▇ Loans that were subject to such optional prepayment and (ii) may either (A) concurrently with such prepayment under this Section 5.8, pay to the ▇▇▇▇▇ Secured IR Hedge Counterparties to the ▇▇▇▇▇ Secured IR Hedge Agreements the ▇▇▇▇▇ IR Hedge Termination Amounts payable in respect of any ▇▇▇▇▇ Secured IR Hedge Agreements that have been and are permitted to be terminated in connection with such prepayment in accordance with Section 5.17 or (B) (1) reserve an amount equal to 105% of the ▇▇▇▇▇ IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be payable in connection with such prepayment as a result of terminations of the ▇▇▇▇▇ Secured IR Hedge Agreements that are permitted to be made in connection with such prepayment in accordance with Section 5.17 and (2) (x) within 45 days of the date of such prepayment, pay to the ▇▇▇▇▇ Secured IR Hedge Counterparties to the ▇▇▇▇▇ Secured IR Hedge Agreements the ▇▇▇▇▇ IR Hedge Termination Amounts payable in respect of any FinCo Secured IR Hedge Agreements permitted to be terminated in connection with such prepayment in accordance with Section 5.17 and (y) on the date of such payment of the last such ▇▇▇▇▇ IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of ▇▇▇▇▇ IR Hedge Termination Amounts to the principal of the T4 ▇▇▇▇▇ Loans that were subject to such prepayment. (f) Voluntary payments of principal of the T4 ▇▇▇▇▇ Loans will be applied pro rata against subsequent scheduled payments, in inverse order of maturity, or in direct order of maturity, at the ▇▇▇▇▇ Borrowers’ sole discretion. (g) Amounts of any T4 ▇▇▇▇▇ Loans prepaid pursuant to this Section 5.8 may not be reborrowed.

Optional Prepayment. (ai) Subject At any time prior to payment of any applicable premium as set forth in paragraph (b) belowJanuary 1, 2021, the Borrower shall have Issuer may, on any one or more occasions, prepay all or any portion of the right at any time and from time to time to prepay any Borrowing, in whole or in partunpaid principal amount of this Note, upon a prepayment notice given by the Issuer to the Holders as provided in Section 2(d) hereof (a “Prepayment Notice”), at least three Business Days’ prior written or fax notice a prepayment price (or telephone notice promptly confirmed by written or fax noticea “Prepayment Price”) equal to: (A) 100% of the principal amount of the Note prepaid, plus (B) the Applicable Premium for the Note; provided, however, no Applicable Premium shall be applicable to any repayments made in the case of Eurodollar Loans, or written or fax notice period beginning on and including the fifth (or telephone notice promptly confirmed by written or fax notice5th) at least one Business Day prior to the 91st day preceding the First Scheduled Payment Date and running through and including the First Scheduled Payment Date (but only to the extent such repayments are made to satisfy in whole or in part the repayment requirement set forth in Section 2(a) in respect of the First Scheduled Payment Date), plus accrued and unpaid interest, if any, to, but excluding, the applicable prepayment date (a “Prepayment Date”), subject to the rights of the Holders to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date. (ii) On or after January 1, 2021, the Issuer may on any one or more occasions prepay all or any part of this Note, upon a Prepayment Notice given by the Issuer to the Holders as provided in Section 2(d) hereof, at the Prepayment Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the portion of the principal so prepaid, to, but excluding, the applicable date of prepayment in prepayment, if prepaid during the case of ABR Loansperiods indicated below, subject to the Administrative Agent before 12:00 (noon)rights of Holders on the Prepayment Date to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date: January 1, New York City time2021 104.500 % July 1, 2021 103.000 % January 1, 2022 101.500 % July 1, 2022 100.000 % ; provided, however, that each partial prepayment the Prepayment Price (expressed as a percentage of the principal amount) shall be 100.000% in an respect of any repayments made in the period beginning on and including the fifth (5th) Business Day prior to the 91st day preceding the Second Scheduled Payment Date and running through and including the Second Scheduled Payment Date (but only to the extent such repayments are made to satisfy in whole or in part the repayment requirement set forth in Section 2(a) in respect of the Second Scheduled Payment Date). Unless the Issuer defaults in the payment of the Prepayment Price, interest will cease to accrue on this Note or portions thereof called for prepayment on the applicable Prepayment Date. For purposes herein, any Prepayment Price payable under this Section 2(c)(ii) in excess of the principal amount that is an integral multiple of $100,000 and not less than $1,000,000accrued and unpaid interest prepaid shall be referred to herein as the “Prepayment Premium”. (biii) Each Any prepayment of Loans made pursuant to this Section 2.11(a2(c) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior pursuant to the first anniversary provisions of the Closing Date, 2.00%, and (iiSections 2(d) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidthrough 2(g) hereof. (civ) Each notice of Any prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) pursuant to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall 2(c) may, at the Issuer’s discretion, be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium one or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on more conditions precedent, including the principal amount to be prepaid to but excluding the date completion of paymentany related equity offering or any other corporate transaction or event.

Optional Prepayment. (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the The Borrower shall have the right at any time and from time to time to prepay any Borrowing, the Construction/Term Loans (in whole or in part, upon at least three Business Days’ prior written ) without premium or fax penalty by providing notice (or telephone notice promptly confirmed by written or fax notice) in to the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day TCF Administrative Agent prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)11:00 a.m., New York City time, on the date that is (i) with respect to any |US-DOCS\164448857.1|| prepayment of SOFR Loans, five U.S. Government Securities Business Days and (ii) with respect to any prepayment of Base Rate Loans, one Business Day, prior to the proposed prepayment date. Any prepayment notice may be revoked; provided, however, that each partial prepayment the Borrower shall be in an amount that is an integral multiple responsible for any additional amounts required to be paid to any Senior Lender pursuant to Section 5.5 as a result of $100,000 and not less than $1,000,000such revocation. (b) Each Prepayments pursuant to this Section 4.9 may be applied to the prepayment of Construction/Term Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to as directed by the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaidBorrower. (c) Each notice Any partial voluntary prepayment of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, Construction/Term Loans under this Section 4.9 shall be irrevocable in minimum amounts of $10,000,000. (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayedd) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All voluntary prepayments under this Section 2.11 4.9 shall be subject made by the Borrower to paragraph the TCF Administrative Agent for the account of the Senior Lenders in accordance with Section 4.9(e). (be) above (if applicable) and With respect to each prepayment to be made pursuant to this Section 4.9, on the date specified in the notice of prepayment delivered pursuant to Section 2.15 4.9(a), the Borrower shall pay to the TCF Administrative Agent the sum of the following amounts: (i) the principal of, and (other than for partial repayments of Construction/Term Loans) accrued but otherwise without premium or penalty. All prepayments unpaid interest on, the Construction/Term Loans to be prepaid; (ii) any additional amounts required to be paid under Section 5.5; and (iii) any other Obligations due to the Credit Agreement Senior Secured Parties in connection with any prepayment under the TCF Financing Documents. (f) The Borrower (i) shall either (A) concurrently with such prepayment under this Section 2.11 shall be accompanied by accrued and unpaid interest on 4.9, pay to the principal amount Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the P1 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements required to be prepaid terminated in connection with such prepayment in accordance with Section 4.18; or (B) (1) reserve an amount equal to but excluding 105% of the P1 IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be required to be payable by the Borrower in respect of the Senior Secured IR Hedge Agreements terminated in connection with such prepayment in accordance with Section 4.18 and (2) (x) within thirty days of the date of paymentsuch prepayment, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the P1 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements required to be terminated in connection with such prepayment in accordance with Section 4.18 and (y) on the date of such payment of the last such P1 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of P1 IR Hedge Termination Amounts to the principal of the Construction/Term Loans that were subject to such optional prepayment; and (ii) may either (A) concurrently with such prepayment under this Section 4.9, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the P1 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements that have been |US-DOCS\164448857.1|| and are permitted to be terminated in connection with such prepayment in accordance with Section 4.18; or (B) (1) reserve an amount equal to 105% of the P1 IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be payable in connection with such prepayment as a result of terminations of the Senior Secured IR Hedge Agreements that are permitted to be made in connection with such prepayment in accordance with Section 4.18 and (2) (x) within thirty days of the date of such prepayment, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the P1 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements permitted to be terminated in connection with such prepayment in accordance with Section 4.18 and (y) on the date of such payment of the last such P1 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of P1 IR Hedge Termination Amounts to the principal of the Construction/Term Loans that were subject to such prepayment. (g) Voluntary payments of principal of the Construction/Term Loans will be applied pro rata against subsequent scheduled payments, in inverse order of maturity, or in direct order of maturity, at the Borrower’s sole discretion. (h) Amounts of any Construction/Term Loans prepaid pursuant to this Section 4.9 may not be reborrowed.

Optional Prepayment. (a) Subject Prior to payment of any applicable premium as set forth in paragraph (b) belowMay 1, 2019, the Borrower Series 2014A Note shall have not be subject to optional prepayment. On and after May 1, 2019 and prior to May 1, 2024, the right Series 2014A Note may be prepaid, at the option of the City, from any time and from time to time to prepay any Borrowingmoneys legally available therefor, upon notice as provided herein, in whole on any date, or in partpart on any Principal Payment Date, upon at least three Business Days’ prior written or fax notice by paying to the Noteholder the principal amount of the Series 2014A Note to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, plus a prepayment premium equal to one-percent (or telephone notice promptly confirmed by written or fax notice1.00%) of the principal amount to be prepaid, plus, in the case of Eurodollar Loansa partial prepayment, an administrative fee of $500. On and after May 1, 2024, the Series 2014A Note may be prepaid, at the option of the City, from any moneys legally available therefor, upon notice as provided herein, in whole on any date, or in part on any Principal Payment Date, by paying to the Noteholder the principal amount of the Series 2014A Note to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, plus, in the case of a partial prepayment, an administrative fee of $500, without any prepayment premium or penalty. (b) Any prepayment shall be made on such payment date as shall be specified by the City in a written or fax notice provided to the Noteholder not less than ten (or telephone notice promptly confirmed 10) days prior thereto by written or fax first class mail. Notice having been given as aforesaid, the outstanding principal of the Series 2014A Note shall become due and payable on the date of prepayment stated in such notice) at least one Business Day prior , together with the interest accrued and unpaid to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.11(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein then being paid. If on the date stated therein. All prepayments under this Section 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on of prepayment moneys for the payment of the principal amount to be prepaid on the Series 2014A Note, together with the accrued interest to but excluding the date of paymentprepayment on such principal amount, shall have been paid to the Noteholder as above provided, then from and after the date of prepayment, interest on such prepaid principal amount of the Series 2014A Note shall cease to accrue. If said money shall not have been so paid on the date of prepayment, such principal amount of the Series 2014A Note shall continue to bear interest until payment thereof at the Interest Rate. (c) Any partial prepayment must be in a minimum principal amount of $150,000. In the event any portion of the Series 2014A Note is optionally prepaid pursuant to this Section 3.02, the amount so prepaid shall be applied as a credit against the principal amount due on the then latest scheduled Payment Date. The Noteholder shall make appropriate notations in its records indicating the amount and date of any such prepayment and shall promptly transmit an acknowledgment to the City indicating the amount and date of such prepayment.