Common use of Optional Prepayment Clause in Contracts

Optional Prepayment. (a) 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) The 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) Optional prepayments Each prepayment of Term Loans made pursuant to Section 2.11(a) shall be allocated among made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect first anniversary of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c)Closing Date, provided that 2.00%, and (ii) if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect prepayment is made on or after the first anniversary of the Term Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans under Section 2.11being prepaid. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit FacilitiesFacility, 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 2.12 2.11 shall be subject to paragraph (b) above (if applicable) and to Section 2.16 2.15 but otherwise without premium or penalty. All prepayments under this Section 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) 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) The Borrower Borrowers 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’ subject to prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (or i) The Borrowers shall notify the Administrative Agent by telephone notice promptly (confirmed by written or fax noticee-mail) 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 not later than 11:00 a.m., three Business Day prior to Days before the date of prepayment prepayment, (ii) in the case of prepayment of an ABR LoansBorrowing, not later than 11:00 a.m., 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; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Loan Commitments as contemplated by Section 2.6, then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.6. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 of, and not less than than, $1,000,000. (b) , or, if less, the entire amount of such Borrowing. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10. Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled to regular installments of principal due in respect of under the Term Loans under Section 2.11in inverse order of maturity. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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 (noon), New York City time; provided, however, that each partial prepayment shall be in an B) the amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term LoansApplicable 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), if on any date on which any amount of the Term Loan is repaid or prepaid as determined by 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 shall be applied against (2) certifies that such excess payment was made as a result of administrative or clerical error. Notwithstanding anything in this Agreement (including this Section 2.2(e)) to the remaining scheduled installments contrary, until all of principal due the obligations in respect of the Term Loans under Section 2.11 as instructed by TRG Credit Facility are paid in full in cash and all of the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due commitments in respect thereof are terminated, no voluntary prepayment of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) Loan that would otherwise be permitted to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 made under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 Commitments2.2(e) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentmade hereunder.

Optional Prepayment. (a) 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) Optional prepayments 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 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 Term Loans the prepayment, and (B) any such prepayment shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments in a minimum principal amount of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11$100,000. (c) Each notice of prepayment shall specify (i) the amount to be prepaid, (ii) the prepayment date, date and (iii) the principal amount Type of each Borrowing (or portion thereof) Loans to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 2.11 shall be subject to Section 2.16 2.15, but shall otherwise be without premium or penalty. All prepayments under this Section 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) 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) Optional prepayments In the event of Term Loans any termination of all the Commitments, each Borrower shall be allocated among repay or prepay all its outstanding Borrowings on the Term Loans date of such termination, together with accrued interest to but excluding the date of such payment. In the event of any partial reduction of the Commitments, then (i) at or prior to the effective date of such reduction or termination, the Administrative Agent shall notify the Borrowers and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect Lenders of the Term Loans under Section 2.11 as instructed by Aggregate Credit Exposure after giving effect thereto and (ii) if the Borrower Aggregate Credit Exposure would exceed the Total Commitment after giving effect to such reduction or termination, then the Borrowers shall, on the date of such reduction or termination, repay or prepay Borrowings in the notice set forth in Section 2.12(c), provided that if an amount sufficient to eliminate such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11excess. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 2.11 shall be subject to Section 2.16 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.11 (other than prepayments of ABR Revolving Loans that are not made in connection with prior to the termination or permanent reduction of the Revolving Credit CommitmentsMaturity 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) 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) Optional prepayments In the event of Term Loans a termination of all the Commitments, each Borrower shall be allocated among repay or prepay all of its outstanding Borrowings on the Term Loans date of such termination, together with accrued interest to but excluding the date of such payment. In the event of any partial reduction of the Commitments, then (i) at or prior to the effective date of such reduction or termination, the Administrative Agent shall notify the Borrowers and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect Lenders of the Term Loans under Section 2.11 as instructed by Aggregate Credit Exposure after giving effect thereto and (ii) if the Borrower Aggregate Credit Exposure would exceed the Total Commitment after giving effect to such reduction or termination, then the Borrowers shall, on the date of such reduction or termination, repay or prepay Borrowings in the notice set forth in Section 2.12(c), provided that if an amount sufficient to eliminate such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11excess. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 2.11 shall be subject to Section 2.16 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.11 (other than prepayments of ABR Revolving Loans that are not made in connection with prior to the termination or permanent reduction of the Revolving Credit CommitmentsMaturity 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) The Borrower shall have Upon five (5) days prior written notice to the right at any time and from time to time to Holder, the 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) Optional prepayments Furthermore, concurrently with any prepayment made pursuant to Section 4(a) of Term Loans 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 allocated among paid to the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(cHolder), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (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 prepaid detailing the remaining Quarterly Payments, including the amounts which represent (i) the Principal Component, (ii) the Initial Interest Component and instructions (iii) the Ongoing Interest Component, and thereafter the Company shall make Quarterly Payments on this Note in accordance with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentRevised Payment Schedule.

Optional Prepayment. (a) 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans 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 and instructions with respect (iii) the Class of Loans to the application under Section 2.12(b) of any prepayments of Term Loansbe prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 2.12(a) shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 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) 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 LoansLoans outstanding). Such notice shall specify, to in the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial case of any prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower date and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice amount of prepayment shall specify and whether the prepayment dateis of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount of each Borrowing (or portion thereof) allocable to be prepaid and instructions with respect to each. Upon the application under Section 2.12(b) receipt of any prepayments of Term Loans, such notice the Administrative Agent shall be irrevocable (unless promptly notify each affected Lender thereof. 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 Facilitiesthis Facility, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit . Partial prepayments of the Borrower Term Loans pursuant to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 Commitments3.4(a) shall be accompanied by accrued and unpaid interest on applied to such installment or installments thereof at the principal amount to Borrower may elect; provided that, notwithstanding the foregoing, any Term Loan may be prepaid to but excluding the date of paymentin its entirety.

Optional Prepayment. (a) The Borrower 3.1 Except as agreed to in writing by the holders of a majority-in-interest of the principal amount of the Notes to any such payment, the 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) Optional prepayments 30 days from the date fixed for prepayment. The giving of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined such notice by the Borrower and Company shall be applied against not in any way affect the remaining scheduled installments of principal due in respect rights of the Term Loans holder of this Note under Section 2.11 as instructed by the Borrower 7 hereof. In case this Note is intended to be prepaid in the notice set forth in Section 2.12(c)part only, provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (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 prepaid thereof so specified for prepayment shall on the prepayment date specified in such notice become due and instructions with respect to payable, and from and after the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable prepayment date so specified (unless the Company shall default in making such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 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) 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) Optional prepayments In the event of Term Loans any termination of all the Commitments, the Borrower shall be allocated among repay or prepay all its outstanding Revolving Credit Borrowings on the Term Loans 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 Other Term Loansaggregate outstanding principal amount of the Competitive Loans at the time would exceed the Total Commitment after giving effect thereto, if any, as determined by then the Borrower and shall be applied against shall, on the remaining scheduled installments date of principal due such reduction, repay or prepay Revolving Credit Borrowings in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if an amount sufficient to eliminate such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11excess. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments prepayment of an ABR Revolving Loans Loan that are does not made occur in connection with with, or as a result of, the reduction or 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) The Borrower 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 prepayment, which must be a Business Day (any such date an "Optional Prepayment Date"). On or before December 31, 2001 the Company shall be deemed to have prepaid the Notes in full by payment of an amount equal to the case excess of ABR Loansthe 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) 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 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 Administrative Agent before 12:00 Optional Prepayment Date) over $3 million (noonthe "2002 4 4 Optional Prepayment Price"). By way of example, 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loanslimitation, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the $110 million aggregate principal amount of each Borrowing (or portion thereof) Notes are outstanding, then at any time prior to be prepaid December 31, 2001, the Company may prepay and instructions with respect satisfy all of its obligations under the Notes by payment of an aggregate amount equal to the application under Section 2.12(b) of any prepayments of Term Loans$104 million, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 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) 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 Commercial Bank Loans on not less than five (5) 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 Commercial Banks Facility Agent at any time following the end of prepayment the Availability Period, as provided in Section 3.2 (Voluntary Prepayment of Secured Debt) of the case of ABR LoansCommon Terms Agreement, subject to the Administrative Agent before 12:00 terms and conditions of Section 3 (noon), New York City time; provided, however, that each Repayment and Prepayments) of the Common Terms Agreement. (b) Any partial prepayment of the Commercial Bank Loans under this Section 3.08 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11Common Terms Agreement. (c) All prepayments under this Section 3.08 shall be made by the Borrower to the Commercial Banks Facility Agent for the account of the Commercial Bank Lenders and shall be applied by the Commercial Banks Facility Agent in accordance with Section 3.08(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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, 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 Facilitiesissuance of other debt, in which case such notice may be rescinded revoked by the Borrower (by notice to the Commercial Banks 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 Credit Agreement 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 3.08, on the date stated therein. All prepayments under this Section 2.12 shall be subject specified in the notice of prepayment delivered pursuant to Section 2.16 3.08(a), the Borrower shall pay to the Commercial Banks Facility Agent the sum of the following amounts: (i) the principal of, and accrued but otherwise without premium or penalty. All prepayments unpaid interest on, the Commercial Bank Loans to be prepaid; (ii) any additional amounts required to be paid under this Section 2.12 4.05 (Funding Losses); and (iii) any other than prepayments of ABR Revolving Loans that are not made Obligations due to the respective Commercial Bank Lenders in connection with any prepayment under the termination or permanent reduction Financing Documents. (e) Amounts of the Revolving Credit Commitments) shall any Commercial Bank Loans prepaid pursuant to this Section 3.08 may not be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentreborrowed.

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) The Borrower 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 right 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 Sections 5 and 9, the Company may not otherwise prepay all or any portion of the 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 any portion of the Principal outstanding under this Note in cash at a price equal to the sum of (i) an amount equal to (x) 107.5% of such Principal if the Prepayment Date occurs on or telephone notice promptly confirmed by written after August 11, 2011 but prior to August 11, 2012, (y) 103.75% of such Principal if the Prepayment Date occurs on or fax notice) in the case of Eurodollar Loansafter August 11, 2012 but prior to August 11, 2013, or written (z) 100% of such Principal if the Prepayment Date occurs on or fax notice after August 11, 2013 plus (or telephone notice promptly confirmed by written or fax noticeii) at least one Business Day prior an amount equal 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions Interest Amount with respect to such prepaid Principal through and including the application under Section 2.12(b) Prepayment Date. Any optional prepayment of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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) The Borrower shall have Issuer may, upon notice as provided in Section 3.5(b), prepay all of 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) Optional prepayments The Issuer will give (or cause to be given) notice of Term Loans any optional prepayment of the Notes to the Trustee and to each holder of the Notes not less than thirty (30) days nor more than sixty (60) days before the date fixed for prepayment, specifying (i) such date, (ii) the Section of this Indenture under which such prepayment is to be made, (iii) the principal amount of such holder's Notes to be prepaid on such date, in the case of partial prepayments, and (iv) the interest to be paid on the prepayment date with respect to such principal amount being prepaid and shall be allocated among accompanied by a certificate of a Responsible Officer as to the Term Loans and the Other Term Loansestimated Make-Whole Amount, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect connection with such prepayment (calculated as if the date of such notice were the date of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(cprepayment), provided that if setting forth the details of such notice omits computation. Two Business Days prior to such instructionsprepayment, optional prepayments the Issuer shall deliver to the Trustee and each holder of Term Loans shall be applied pro rata against Notes a certificate of a Responsible Officer specifying in reasonable detail the calculation of such remaining scheduled installments of principal due in respect Make-Whole Amount as of the Term Loans under Section 2.11specified prepayment date. Notice of prepayment having been so given, the aggregate principal amount of the 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) so prepaid shall be allocated to be prepaid and instructions with respect all Notes at the time Outstanding in proportion to the application under Section 2.12(b) respective outstanding principal amounts thereof, with adjustments to avoid fractions of any prepayments of Term Loans, shall be irrevocable one dollar (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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$1).

Optional Prepayment. (a) 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 the Borrower’s right to prepay the Note pursuant to this paragraph 4(b) shall be in terminate upon the 181st day after an amount that is an integral multiple of $100,000 and Optional Prepayment Event shall have occurred. The Borrower shall not less than $1,000,000. (b) Optional prepayments of Term Loans otherwise have the right to prepay this Installment Note unless Holder shall be allocated among the Term Loans and the Other Term Loanshave granted its prior written consent, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentwithheld at Holder’s sole discretion.

Optional Prepayment. (a) 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) Optional prepayments of Term Loans shall be allocated among the applied (x) to one or more Classes of Term Loans and the Other Term Loans, if any, as determined elected by the Borrower and shall be applied (y) against the remaining scheduled installments of principal due in respect of the applicable prepaid Class of Term Loans under Section 2.11 as instructed in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional direct order of maturity. (ii) Optional prepayments of Term Revolving Loans shall be applied pro rata against such remaining scheduled installments ratably among one or more Classes of principal due in respect of Revolving Loans as elected by the Term Loans under Section 2.11Borrower. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 2.05(d) and Section 2.17, as applicable, but otherwise without premium or penalty. All SOFR Loan, EURIBOR Loan, ▇▇▇▇▇ Loan and ▇▇▇▇▇ Loan prepayments under this Section 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) 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 prepayment in the case thirty-sixth (36th) installment payable under the Note, (B) one percent (1%) 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with any prepayment made following the termination or permanent reduction scheduled date of the Revolving Credit Commitmentsthirty-sixth (36th) shall be accompanied by accrued and unpaid interest installment but on or prior to the scheduled date of the forty-eighth (48th) installment payable under the Note; (C) 50/ l 00 percent (0.50%) of the principal amount to be prepaid to but excluding in connection with any prepayment made following the scheduled date of paymentthe forty-eighth (48th) installment but on or prior to the scheduled date of seventy-second (7200) installment payable under the Note; and (D) 25/100 percent (0.25%) of the principal amount prepaid in connection with any prepayment made following the scheduled date of the seventy-second (72nd) installment but prior to the scheduled date of eighty­ 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) 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loansapplied, if anyfirst, as determined by the Borrower and shall be applied pro rata against the remaining four next scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower until such installments have been repaid in the notice set forth in Section 2.12(c)full and, provided that if such notice omits such instructionssecond, optional prepayments of Term Loans shall be applied pro rata against such the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect the Class of Loans to the application under Section 2.12(b) of any prepayments of Term Loansbe repaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 its option, Borrower may prepay all or a portion of the outstanding Advances by paying the entire principal balance (aor such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: with respect to each Advance, if such Advance amounts are prepaid in any of the first twelve (12) The Borrower shall have months following the right Closing Date, 2.00%; after twelve (12) months but on or prior to twenty four (24) months following the Closing Date, 1.00%; and thereafter, at any time and from time to time to prepay any Borrowing, in whole on 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 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 of prepayment set forth in the case second proviso of ABR Loans, to the Administrative Agent before 12:00 (noondefinition of Term Loan Maturity Date), New York City time0.50% (each, a “Prepayment Charge”); provided, however, provided 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the a minimum principal amount of each Borrowing (or portion thereof) $5,000,000 or, if less, the remaining outstanding principal amount of the Advances. If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be prepaid and instructions with respect determined by applying the amount of such prepayment in the following order: first, to the application under Section 2.12(boutstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. ▇▇▇▇▇▇▇▇ agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any prepayments other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Advances prior to the Term Loan Maturity Date. For the avoidance of Term Loansdoubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentimmediately succeeding Business Day.

Optional Prepayment. (a) 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) Optional prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of outstanding Term Loans and the Other Term Loans, if any, as determined specified by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the such Term Loans under Section 2.11 as instructed directed by the Borrower (or, in the notice 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)2.12(c)(i) (each such Dutch auction, provided that if such 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 omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect to the Administrative Agent (for distribution to the Lenders) of the Term Loans under 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 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 2.112.12(c) (i) shall be subject to the 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 Borrower or the relevant Restricted Subsidiary, 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) Holdings, the Borrower or any Restricted Subsidiary may conduct one or more open market purchases of all or any portion of the Term Loans without the consent of the Administrative Agent to such purchase subject to the following conditions: (1) as of the date of entry into a binding agreement with respect to the relevant open market purchase, 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 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 Borrower or the relevant Restricted Subsidiary, as applicable, shall use the proceeds of Revolving Loans to 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 and instructions with respect (iii) the Class of Loans to be prepaid and the application under Section 2.12(b) scheduled installment or installments of any prepayments of Term Loans, 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 Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (and 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. (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) 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, applied as determined directed by the Borrower Borrower, and shall be applied 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 as instructed by the Borrower in the notice set forth in Section 2.12(c)2.11, provided that if such notice omits such instructions, optional prepayments no prepayment of the Extended Term Loans shall be applied pro rata against such made pursuant to this Section unless the remaining scheduled installments of principal due in respect of the Non-Extended Term Loans under Section 2.11Loans, if any, shall be prepaid 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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. The Borrower may prepay the outstanding principal amount (together with accrued Interest) on the Notes as follows: (a) The Borrower shall have the right may, 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) Optional prepayments The Borrower shall give written notice of Term Loans prepayment of the Notes pursuant to this Section 10.01 not less than 10 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 10.01 shall be allocated among given in the Term Loans manner specified in Section 12.02 of this Agreement. Upon notice of prepayment pursuant to this Section 10.01 being given by the Borrower, 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 the Other Term Loans, if any, as determined by the Borrower costs and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth expenses referred to in Section 2.12(c10.01(a), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (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 the Notes so prepaid and instructions with respect 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 application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentamount.

Optional Prepayment. (a) 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 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) Optional prepayments Any partial prepayment of Term the Loans shall be allocated among the Term Loans in a minimum amount of five hundred thousand Dollars ($500,000) and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments in integral multiples of principal due one hundred thousand Dollars ($100,000) in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11excess 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, whether such prepayment shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 3.09 shall be subject made by the Borrowers to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction Administrative Agent for the account of the Revolving Credit Commitments) applicable Lenders and 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. (a) 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, applied as determined directed by the Borrower Borrower, and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c)if no such direction is provided, provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such the remaining scheduled installments of principal due in respect of the Term Loans 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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) Optional prepayments of Term Loans shall be allocated among the applied (x) to one or more Classes of Term Loans and the Other Term Loans, if any, as determined elected by the Borrower and shall be applied (y) against the remaining scheduled installments of principal due in respect of the applicable prepaid Class of Term Loans under Section 2.11 as instructed in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional direct order of maturity. (ii) Optional prepayments of Term Revolving Loans shall be applied pro rata against such remaining scheduled installments ratably among one or more Classes of principal due in respect of Revolving Loans as elected by the Term Loans under Section 2.11Borrower. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 2.05(d) and Section 2.17, as applicable, but otherwise without premium or penalty. All SOFR Loan prepayments under this Section 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) 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) Optional prepayments of Term Loans shall be allocated among between the Term Loans and the Other Term Loans, if any, of each Class as determined directed by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11Borrower. (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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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) (i) Optional prepayments of Term Loans shall be allocated among the applied (x) to one or more Classes of Term Loans and the Other Term Loans, if any, as determined elected by the Borrower and shall be applied (y) against the remaining scheduled installments of principal due in respect of the applicable prepaid Class of Term Loans under Section 2.11 as instructed in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in the notice set forth in Section 2.12(c)direct order of maturity; provided, provided however, that if such notice omits such instructions, optional prepayments of the Designated Term Loans shall be applied pro rata against such remaining scheduled installments not less than ratably among each Class of principal due in respect Designated Term Loans; provided, further, that (1) any Class of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify with an earlier Term Loan Maturity Date may be optionally prepaid prior to the prepayment dateof any other Class of Term Loans with a later Term Loan Maturity Date, the principal amount of each Borrowing (or portion thereof2) to no Excluded Term Loans shall be prepaid under this Section 2.12(b) unless and instructions 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 2.28 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) and (4) this Section 2.12(b)(i) may be modified in connection with a 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 Section 2.28 or Section 2.26, as the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentbe.

Optional Prepayment. (a) 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) 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) Optional prepayments of Term Loans shall be allocated among applied first, in the order of maturity of the installments of principal in respect of the Term Loans and the Other Term Loansscheduled to be paid within 12 months after such optional prepayment, if anysecond, as determined by the Borrower and shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal (including amounts due in respect of on the Term Maturity Date) and third, against any Revolving Credit Loans under Section 2.11then 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 2.16, but otherwise shall be without premium or penalty. All prepayments under this Section 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) , 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) 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11Common 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, 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 Facilitiesissuance 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 under this Section 2.12 shall be subject specified in the notice of prepayment delivered pursuant to Section 2.16 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 otherwise without premium or penalty. All prepayments unpaid interest on, the KEXIM Covered Facility Loans to be prepaid; (ii) any additional amounts required to be paid under this Section 2.12 4.05 (Funding Losses); and (iii) any other than prepayments of ABR Revolving Loans that are not made Obligations due to the respective KEXIM Covered Facility Lenders in connection with any prepayment under the termination or permanent reduction Financing Documents. (e) Amounts of the Revolving Credit Commitments) shall any KEXIM Covered Facility Loans prepaid pursuant to this Section 3.07 may not be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentreborrowed.

Optional Prepayment. At any time after nine months from the date hereof, provided that the Registration Statement (ahereinafter defined) The Borrower shall have is effective and available for sales of Registrable Securities (hereinafter defined) thereunder, 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. 5.00, and (bii) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect closing price of the Term Loans under Section 2.11 as instructed by Common Stock for each of the Borrower in 30 trading days immediately preceding the notice set forth in Section 2.12(c), provided that if date of such notice omits shall have been not less than $5.00, adjusted in each case for stock splits, stock dividends or other similar transactions affecting the price of the Common Stock. All such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect to all of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify Debentures. At the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing option of the Credit FacilitiesHolder, 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 date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 prepaid amount to be prepaid to but excluding the date of paymentpayment shall be paid either (a) in cash or (b) 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 6 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. Unless the Holder gives the Company not less than 10 days' prior written notice of the exercise of such option, the Holder shall be 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 any subsequent Holder of this Debenture.

Optional Prepayment. (a) 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) Optional prepayments of Term Loans shall be allocated among paid to the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due Lenders in respect accordance with their respective pro rata share of the Term outstanding Loans under Section 2.11 as instructed by at the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11time. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction expiration 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 paymentLoan Availability Period.

Optional Prepayment. (a) 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 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 $1,000,00010,000,000. The Borrower shall not have the right to prepay any Competitive Borrowing. (b) Optional prepayments In the event of Term Loans any termination of the Commitments, the Borrower shall be allocated among repay or prepay all its outstanding Revolving Credit Borrowings on the Term Loans and date of such termination. In the Other Term Loansevent of any partial reduction of the Commitments, if anythen (i) at or prior to the effective date of such reduction, as determined by the Administrative Agent shall notify the Borrower and shall be applied against the remaining scheduled installments of principal due in respect Lenders of the Term Loans under Section 2.11 as instructed by Aggregate Revolving Credit Exposure and (ii) if the Aggregate Revolving Credit Exposure would exceed the available Total Commitment after giving effect to such reduction, the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in the notice set forth in Section 2.12(c), provided that if an amount sufficient to eliminate such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11excess. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments of Eurodollar Loans under this Section 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 being prepaid to but excluding the date of payment.

Optional Prepayment. (a) 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.112.12. (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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 2.13 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.13 (other than prepayments prepayment of an ABR Revolving Loans Loan that are does not made occur in connection with with, or as a result of, the reduction or 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 Section 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 Incremental Loans, only to the extent agreed pursuant to Section 2.23(d)(iv)) on a pro rata basis), in whole or in part, at 100% of the principal amount so prepaid, plus, with respect to the Initial Term Loans and, the 2016 Term Loans and 2016 Acquisition Term Loans only (but such Applicable Prepayment Premium shall not apply to any Incremental Loans), 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 Borrowing, in whole portion of Revolving Loans or in part, upon at least three Business Days’ prior written or fax notice other Obligations (or telephone notice promptly confirmed by written or fax notice) in other than the case of Eurodollar Term Loans, or written or fax notice (or telephone notice promptly confirmed which are covered by written or fax noticeSection 2.10(a)(i) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noonabove), New York City timewithout 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) Optional prepayments The Borrower will give at least 3 Business Days’ prior written notice of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect each optional prepayment of the Term Loans under this Section 2.11 as instructed by 2.10 to the Borrower in the notice set forth in Section 2.12(c), provided that if Administrative Agent. Each such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the aggregate principal amount of each Borrowing (or portion thereof) the Term Loans to be prepaid on such date, and instructions the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and, solely to the application under Section 2.12(b) extent any such prepayment is made prior to the third anniversary of any prepayments of Term Loansthe Closing Date, shall be irrevocable accompanied by a certificate of a Financial Officer of the Borrower as to the estimated Applicable Prepayment Premium due in connection with such prepayment (unless calculated as if the date of such notice is expressly conditioned upon a refinancing were the date of the Credit Facilitiesprepayment), in which case setting forth the details of such computation. Such notice may shall be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) irrevocable 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 2.12 2.10 shall be subject to Section 2.16 but otherwise without premium or penalty2.13. All prepayments under this Section 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) 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) 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) Optional prepayments a Borrowing of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, same Type as determined by the Borrower and provided in Section 2.02. Each prepayment of a Borrowing shall be applied against ratably to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower included in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 thereinBorrowing. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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) 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 the Borrower’s right to prepay the Note pursuant to this paragraph 4(b) shall be in terminate upon the 181st day after an amount that is an integral multiple of $100,000 and Optional Prepayment Event shall have occurred. The Borrower shall not less than $1,000,000. (b) Optional prepayments of Term Loans otherwise have the right to prepay this Installment Note unless Holder shall be allocated among the Term Loans and the Other Term Loanshave granted its prior written consent, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentwithheld at ▇▇▇▇▇▇’s sole discretion.

Optional Prepayment. The City may prepay the Outstanding Balance (aand the corresponding unpaid Principal Components of the Installment Payments) 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. once annually, on an Installment Payment Date, by paying such portion of the Outstanding Balance (b) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect corresponding unpaid Principal Components of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereofInstallment Payments) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection together with the termination or permanent reduction of the Revolving Credit Commitments) 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) 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) Optional Except for (i) optional prepayments of Term Revolving Loans and (ii) optional prepayments of Acquisition Loans during the 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 the Other Term Loans, if any, as determined by the Borrower Acquisition Loans and shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, Tranche B Term Loans, Additional Tranche B Term Loans and Acquisition Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(cSections 2.11(a)(i), provided that if such notice omits such instructions(ii), optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 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) The Borrower shall have the right Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Forty-ninth Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the 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 Settlement Date, at a redemption price equal to 100% 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (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 prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 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) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Loans in whole or in part, upon at least part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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 Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment in the case of ABR Base Rate Loans, in each case, or such later time as is reasonably acceptable to the Administrative Agent; and (ii) any prepayment of LIBOR Loans or Base Rate Loans shall be in 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 before 12:00 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 (noonbased on such Lender’s Applicable Percentage). If such notice is given by the Borrower, New York City timethe Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that each partial such prepayment shall obligation may be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Optional prepayments of Term Loans shall be allocated among conditioned on the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) occurrence of any prepayments subsequent event (including a Change of Term LoansControl, shall be irrevocable (unless such notice is expressly conditioned upon refinancing transaction or acquisition or other Investment). Any prepayment of a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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. (a) The Borrower shall have the right Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Forty-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 Forty-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 (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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if registry books. Each such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Forty-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 instructions the interest to be paid on the Settlement Date with respect to the application under Section 2.12(b) of any prepayments of Term Loanssuch principal amount being prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 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 Forty-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.

Optional Prepayment. (a) 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 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) Optional prepayments Prepayments pursuant to this Section 4.9 may be applied to the prepayment of Construction/Term Loans as directed by the Borrower. (c) Any partial voluntary prepayment of the Construction/Term Loans under this Section 4.9 shall be allocated among the Term Loans and the Other Term Loans, if any, as determined in minimum amounts of $10,000,000. (d) All voluntary prepayments under this Section 4.9 shall be made by the Borrower to the TCF 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 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 unpaid interest on, the Construction/Term Loans to be prepaid; |US-DOCS\145399031.8|| (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 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 applied against terminated in connection with such prepayment in accordance with Section 4.18; or (B) (1) reserve an amount equal to 105% of the remaining scheduled installments P1 IR Hedge Termination Amounts reasonably projected as of principal due 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 Construction/Term Loans that were subject to such optional prepayment; and (ii) may either (A) concurrently with such prepayment under this Section 2.11 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 instructed by of such date of prepayment to be payable in connection with such prepayment as a result of terminations of the Borrower 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 notice set forth 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 2.12(c)4.18 and (y) on the date of such payment of the last such P1 IR Hedge Termination Amounts pursuant to clause (x) above, provided that if such notice omits such instructions, optional prepayments apply any amounts not applied to the payment of P1 IR Hedge Termination Amounts to the principal of the Construction/Term Loans shall that were subject to such prepayment. (g) Voluntary payments of principal of the Construction/Term Loans will be applied pro rata against such remaining subsequent scheduled installments payments, in inverse order of principal due maturity, or in respect direct order of maturity, at the Term Loans under Section 2.11Borrower’s sole discretion. (ch) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) Amounts of any prepayments of Construction/Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, in which case such notice Loans prepaid pursuant to this Section 4.9 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 thereinreborrowed. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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.|US-DOCS\145399031.8||

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Advances may be prepaid in whole or in partpart at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate giving pro forma effect to the relevant prepayment) to the Administrative Agent, upon the Collateral Agent and the Lenders no later than at least three one Business Days’ prior written Day, or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loansany prepayment in whole, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one three (3) Business Day Days, prior to such prepayment. Upon any prepayment (x) in part, the date Borrower shall also pay all accrued and unpaid costs and expenses of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 and the Lenders required to be paid pursuant to Section 12.07 related to such prepayment and (noon)y) in whole, New York City timethe Borrower shall also pay in full all accrued and unpaid Yield and all accrued and unpaid costs and expenses of the Administrative Agent and the Lenders required to be paid pursuant to Section 12.07 related to such prepayment; providedand (z) if such prepayment occurs other than on a Payment Date, however, the Borrower shall pay any applicable Breakage Fees; provided that each partial prepayment no reduction in Advances outstanding shall be given effect unless sufficient funds have been remitted to pay all such amounts in an amount that is an integral multiple of $100,000 and not less than $1,000,000.full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.16 (ba) Optional prepayments to the pro rata reduction of Term Loans Advances Outstanding. Any notice relating to any repayment pursuant to this Section 2.16(a) shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), irrevocable; provided that if any such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless may state that such notice is expressly conditioned upon a refinancing the effectiveness of the Credit Facilitiesother events, in which case such notice may be rescinded revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such refinancing shall condition is 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentsatisfied.

Optional Prepayment. The Company shall have, and is hereby granted the option, to prepay the amounts payable under Section 2.3 hereof (a) The Borrower shall have to provide for the right at any time defeasance of the Bonds pursuant to Section 2.04 of the Indenture and from time (b) to time provide for the redemption of the Bonds when and as permitted pursuant to prepay any Borrowing, the provisions of Article III of the Indenture. In the event the Company elects to cause a redemption of the Bonds in whole or in partpart pursuant to Article II(C)(1) or (2) of the Indenture, upon the Company shall give written notice thereof to the Issuer and the Trustee at least three Business Days’ 40 days prior written or fax to the date selected for such redemption by the Company, which notice (or telephone notice promptly confirmed by written or fax notice) shall specify the redemption date and amount of Bonds to be so redeemed, all in accordance with the Indenture, and in the case of Eurodollar Loansan optional redemption pursuant to Article II(C)(2) of the Indenture, shall specify that, in the determination of the Company, one or more of the events permitting such redemption has occurred and the amount of Bonds to be redeemed as a result thereof, which determinations by the Company shall be conclusive. If less than all of the Bonds are to be called for redemption, such notice shall also identify the particular Bonds or portions thereof to be redeemed, or written shall direct the Trustee to select the Bonds to be redeemed by lot, all in accordance with the Indenture. With respect to any optional redemption, the notice and election to cause the redemption of the Bonds shall be deemed rescinded, and the Bonds shall not be subject to such optional redemption, in the event that the Company shall not deposit with the Trustee, on or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior before 11:00 A.M., LaFayette, Louisiana time on the date fixed for such redemption, an amount which, when added to any moneys then on deposit in the Debt Service Fund and available for such purpose, is equal to the date of prepayment in the case of ABR Loansprincipal of, 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loanspremium, if any, as determined and interest on such Bonds on the dated fixed for the redemption thereof. The Issuer agrees that, at the request of the Company, it will cooperate with the Company to cause the Bonds or any portion thereof to be redeemed to the extent permitted by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11Indenture. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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 written or fax (ii) 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) Optional prepayments Each prepayment of Term Revolving Loans shall shall, to the extent possible, be allocated among between the Term Tranche A Revolving Loans and the Other Term Loans, if any, as determined by Tranche B Revolving Loans pro rata based upon the Borrower and shall be applied against the remaining scheduled installments of principal due in respect outstanding amounts of the Term Loans under Section 2.11 as instructed by aggregate Tranche A Revolving Credit Commitments and Tranche B Revolving Credit Commitments, respectively, even if the Borrower in the notice set forth in Section 2.12(c), provided that if result of such notice omits such instructions, optional prepayments allocation is to require partial prepayment of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11a Eurodollar Borrowing. (c) Each notice of prepayment shall be substantially in the form of Exhibit G 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 2.15, but otherwise shall be without premium or penalty. All prepayments under this Section 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) , 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. At any time prior to April 15, 2043 (a) The Borrower shall have six months prior to the right Stated Maturity), the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Forty-seventh 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-seventh 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-seventh 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-seventh 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 April 15, 2043, the bonds of the Forty-seventh 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 Settlement Date, at a redemption price equal to 100% 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Forty-seventh series to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Forty-seventh Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (a) 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; 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) Optional prepayments Each prepayment of Term Loans shall be allocated among principal of the Term Loans and the Other Term Loans, if any, as determined by the Borrower and Borrowings pursuant to paragraph (a) above shall be applied against to reduce the remaining scheduled installments payments of principal due in respect of the Term Loans under Section 2.11 2.11(a) as instructed directed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11Borrower. (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 and instructions with respect to the application under Section 2.12(bor (C) of any prepayments of Term Loans, Swingline Borrowings (or portion thereof). Each such notice shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 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. (a) The Borrower Subject to paragraph (d) below, the 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 Eurodollar 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11.[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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penaltypenalty (except as expressly provided in paragraph (b) above). All prepayments under this Section 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) 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 WestRock Company 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). (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 (including any amendment or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior waiver with respect to the date covenants and the representations and warranties that have been incorporated by reference herein pursuant to Sections 1.01, 2.01 and 3.01 of prepayment in Appendix A) that was requested by the case Borrower and approved by any Eligible Assignees (or, as applicable, the requisite majority of ABR Loans, financing sources for whom an Eligible Assignee serves as agent or trustee) 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 CHAR1\1807749v3 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 the Borrower’s right to prepay this Installment Note pursuant to this paragraph 4(b) shall be in terminate upon the 181st day after an amount that is an integral multiple of $100,000 and Optional Prepayment Event shall have occurred. The Borrower shall not less than $1,000,000. (b) Optional prepayments of Term Loans otherwise have the right to prepay this Installment Note unless Holder shall be allocated among the Term Loans and the Other Term Loanshave granted its prior written consent, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentwithheld at Holder’s sole discretion.

Optional Prepayment. (a) 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) Optional prepayments In the event of Term Loans any termination of all the Commitments, the Borrower shall be allocated among repay or prepay all its outstanding Revolving Credit Borrowings on the Term Loans 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 Other Term Loansaggregate outstanding principal amount of the Competitive Loans at the time would exceed the Total Commitment after giving effect thereto, if any, as determined by then the Borrower and shall be applied against shall, on the remaining scheduled installments date of principal due such reduction, repay or prepay Revolving Credit Borrowings in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if an amount sufficient to eliminate such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11excess. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments prepayment of an ABR Revolving Loans Loan that are does not made occur in connection with with, or as a result of, the reduction or 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) 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) Optional prepayments of Term Loans shall be allocated among at any time during the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice applicable periods set forth in this Section 2.12(c)2.12(b) shall be accompanied by a payment of a prepayment fee in an amount (expressed as a percentage of the principal amount of the Loans to be repaid) equal to (i) 1.00%, provided that if such notice omits prepayment occurs on or prior to the date that is six months after the Prior Restatement Date, and (ii) 0.50%, if such instructionsprepayment occurs after the date that is six months after the Prior Restatement Date, optional but on or prior to the first anniversary of the Prior Restatement Date. (c) Optional prepayments of Term Loans shall be applied pro rata against such the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (cd) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty, except as provided in Section 2.12(b). All prepayments under this Section 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) 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 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and of any Class shall be applied against the remaining scheduled installments of principal due in respect of the such Term Loans under Section 2.11 as instructed in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such optional prepayment, in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional direct order of maturity. Optional prepayments of the US Term Loans and any Incremental US Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect ratably among the outstanding US Term Loans and Incremental US Term Loans (if any). Optional prepayments of the Canadian Term Loans under Section 2.11and any Incremental Canadian Term Loans shall be applied ratably among the outstanding Canadian Term Loans and 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 2.17 but otherwise without premium or penalty. All Euro Rate Loan prepayments under this Section 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) The Borrower shall have Subject to the right terms of this Section 2(d), the Debtors may prepay the outstanding principal amount of the Loans in whole at any time on or after the later of (x) November 1, 2005 and from time (y) the repayment in full of the Post Equipment Loans, but prior to time the Maturity Date, at a price equal to (i) 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 any Borrowingthe Loans pursuant to this Section 2(d) hereof, in whole the Debtors shall give notice of such prepayment to Lenders not less than ten (10) days or in part, upon at least three Business Days’ prior written or fax notice more than sixty (or telephone notice promptly confirmed by written or fax notice60) 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 days prior to the date of fixed for prepayment, specifying (i) the date on which such prepayment in the case of ABR Loansis to be made, 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. (bii) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) and prepayment fee required to be prepaid paid on such date, and instructions with respect (iii) the accrued interest applicable to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such prepayment. Such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 a certificate of an executive officer of the Debtors that such prepayment is being made in compliance with this Section 2(d). Notice of prepayment having been so given, the aggregate principal amount of the Loans, together with accrued interest thereon and unpaid interest the applicable prepayment fee shall become due and payable on the principal amount prepayment date set forth in such notice, unless such notice if withdrawn by the Debtors not less than five (5) days prior to be prepaid to but excluding the date of paymentsuch date.

Optional Prepayment. (a) The Borrower Subject to payment of any applicable premium only as set forth in paragraph (d) below, the 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and pursuant to Section 2.12(a) shall be applied against the remaining scheduled installments of outstanding principal due in respect of the applicable Term Loans under Section 2.11 as instructed directed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11Agent. (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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, prepaid. Each such notice shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 2.12(a) shall be subject to Section 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 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments2.12(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. (ai) The Borrower shall have Company may, upon notice to the right 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 ABR Borrowing made to the Company in 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 prepayment in such prepayment, provided that the case failure of ABR Loans, any Bank to so notify the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment Company of the amount of any such loss or expense shall be in an amount that is an integral multiple not relieve the Company of $100,000 and not less than $1,000,000its obligation to pay the same. (b) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (ciii) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) pursuant to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject applied to Section 2.16 but otherwise without premium or penaltyprepay ratably the Term Loan of the several Banks included in the relevant Borrowing being prepaid. All prepayments under Upon receipt of a notice of prepayment pursuant to this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with 2.12, the termination or permanent reduction Administrative Agent shall promptly notify each Bank of the Revolving Credit Commitmentscontents thereof and of such Bank’s ratable share (if any) of such prepayment and such notice shall not thereafter be accompanied revocable by accrued 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 unpaid interest on may be revoked by the principal amount Company upon the non-occurrence of such event by written notice to be prepaid the Administrative Agent prior to but excluding the date of paymentspecified for such prepayment.

Optional Prepayment. The Borrower may prepay the outstanding principal amount (together with accrued Interest) on the Notes as follows: (a) The Borrower shall have the right may, 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) Optional prepayments The Borrower shall give written notice of Term Loans prepayment of the Notes pursuant to this Section 11.01 not less than 10 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 11.01 shall be allocated among given in the Term Loans manner specified in Section 14.02 of this Agreement. Upon notice of prepayment pursuant to this Section 11.01 being given by the Borrower, 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 the Other Term Loans, if any, as determined by the Borrower costs and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth expenses referred to in Section 2.12(c11.01(a), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (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 the Notes so prepaid and instructions with respect 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 application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentamount.

Optional Prepayment. (a) 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 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) Optional prepayments of Term Loans shall be allocated among between the Term Loans of each Class and applied to the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term such Loans under Section 2.11 2.11(a)(i) or (ii), as instructed the case may be, in each case as directed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11Borrowers. (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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty, except as set forth below under clause (d). All prepayments under this Section 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 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) 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)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 and not less than $1,000,000; (ii) the Borrower shall pay to the Administrative Agent for the account of the Term Loan Lenders (A) if such prepayment occurs on a day other than the last day of an Interest Period for such Term Loan, all amounts payable pursuant to Section 2.15, (B) a prepayment premium of (x) 3.0% of the amount prepaid, if such prepayment is made on or prior to the date that is one year after the Closing Date, and (y) a prepayment premium of 1.0% of the amount prepaid, if such prepayment is made after the date that is one year after the Closing Date, but on or prior to the date that is two years after the Closing Date. (b) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loansapplied, if anyfirst, as determined by the Borrower and shall be applied against pro rata to the remaining scheduled installments of principal due in respect of the Term Loans under in accordance with Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c)2.10 and, provided that if such notice omits such instructionssecond, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due the amounts outstanding in respect of the Term Liquidity Facility Loans under Section 2.11with no corresponding reduction in the Liquidity Facility Commitments. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 2.11 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 2.15 and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (aThe Loan is subject to mandatory prepayments as provided in Section 3.7(b) The below. Other than such mandatory prepayments, Borrower shall have is prohibited from prepaying the right at any time and from time to time to prepay any BorrowingLoan, in whole or in part, in the first year following the Initial Advance. Thereafter, the Loan may be prepaid, in whole or in part, upon at least three Business Days’ not less than thirty (30) days' prior written or fax notice (or telephone notice promptly confirmed to Lender. Such prepayment shall be accompanied 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 all interest accrued through and including the date of prepayment in Lender's receipt of the case of ABR Loansprepayment, all fees and expenses payable by Lender pursuant to the Administrative Agent before 12:00 Loan Documents, and a premium (noon"Prepayment Premium") calculated based on the amount of time that has elapsed since the date of the Initial Advance, in accordance with the schedule below: Period After Date of Initial Advance Premium Percentage ------------------------------------ ---------------------------------------------- 13 months to 24 months 3% of the Loan's outstanding principal balance 25 months to 36 months 2% of the Loan's outstanding principal balance 37 months to 48 months 1% of the Loan's outstanding principal balance Notwithstanding the foregoing provisions of this Section 3.7(a) to the contrary, Borrower may prepay the Loan, in whole or in part, upon any whole loan sale, off balance sheet conduit sale, or securitization upon thirty (30) days' prior written notice to Lender, so long as neither the Loan nor this Agreement is terminated as a result of such prepayment. Notwithstanding any provision of this Section 3.7(a) or any other provision hereof to the contrary, Borrower shall pay Lender an unused line fee ("Unused Line Fee"), New York City timecalculated as of the last day of each calendar month during the term hereof, equal to one quarter of one percent (0.25%) per annum of the difference between (i) $25,000,000; and (ii) the average outstanding principal balance of the Loan during such month, commencing on the first day of the seventh month following the Effective Date, payable monthly in arrears by the first business day of the following month; provided, however, that each partial prepayment the Unused Line Fee shall be waived in an amount the event that is an integral multiple of $100,000 and not less than $1,000,000. (b) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of average outstanding principal due in respect balance of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if Loan exceeds $15,000,000 during such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11month. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) The Borrower shall have the right Borrowers may, 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, 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, howeverthat, 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect states that it is conditioned upon the receipt of the Term Loans under Section 2.11. (c) Each proceeds from the issuance of Indebtedness or Equity Interests, such notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, in which case such notice may be rescinded revoked by the Borrowers if such refinancing shall condition is not be consummated or shall otherwise be delayed) and shall commit the Borrower satisfied. Each prepayment made pursuant to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 Commitments2.05(b)(i) shall be accompanied by the payment of (A) accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch 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 10 Business Days' prior written notice 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 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 Applicable Premium, if any, payable in connection with such termination of this Agreement on the date set forth as the date of termination of this Agreement in such notice.

Optional Prepayment. (a) The Borrower shall have Commonwealth may, on any Business Day, optionally prepay all or any portion of the right at Bonds or convert the interest rate on all or any time and portion of the Bonds from time the Index Floating Rate to time to prepay any Borrowing, in whole or in part, a different interest rate upon giving the Owner at least three Business Daysfive (5) days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) , as provided in the case of Eurodollar LoansBonds, or written or fax notice subject to subsection (or telephone notice promptly confirmed by written or fax noticeb) 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 $1,000,000below. (b) Optional prepayments In the event of Term Loans any prepayment of the Bonds, whether by voluntary prepayment, acceleration or otherwise, other than on the last day of an Interest Period applicable thereto, then, in addition to all other Obligations due and owing to the Purchaser hereunder, the Commonwealth shall compensate the Purchaser for the loss, cost and expense attributable to such an event including an amount reasonably determined by the Purchaser to be allocated among the Term Loans and the Other Term Loansexcess, if any, as determined by of (x) the Borrower and shall be applied against the remaining scheduled installments amount of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided interest that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, would have accrued on the principal amount of each Borrowing (or portion thereof) such prepayment had such event not occurred, at the LIBOR Rate that would have been applicable to be such prepaid and instructions with respect to amount, for the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 period from the date of paymentsuch event to the last day of the then current Interest Period therefor over (y) the amount of interest that would accrue on such principal amount for such period at the interest rate that the Purchaser would in good faith bid were it to bid, at the commencement of such period, for deposits of a comparable amount, currency and period from other banks in the LIBOR Rate market. A certificate of the Purchaser setting forth any amount or amounts that the Purchaser is entitled to receive pursuant to this paragraph shall be delivered to the Commonwealth and shall be conclusive absent manifest error. The Commonwealth shall pay the Purchaser the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

Optional Prepayment. At any time prior to February 1, 2030 (asix months prior to the Sixtieth Series Stated Maturity) The Borrower shall have the right Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Sixtieth Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the Sixtieth 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 Sixtieth 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 Sixtieth 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, 2030, the bonds of the Sixtieth 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 Settlement Date, at a redemption price equal to 100% 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Sixtieth Series to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Sixtieth Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (a) 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 time11:00 a.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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the such Term Loans under Section 2.11 as instructed in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional direct order of maturity. Optional prepayments of Term Loans and any Incremental Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of ratably among the outstanding Term Loans under Section 2.11and 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under this Section 2.12(c) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment if such prepayment would have resulted from an acquisition, an Investment, a Disposition, a prepayment of other Indebtedness or a refinancing of all or any portion of the Term Loans, which acquisition, Investment, Disposition, prepayment of other Indebtedness or refinancing shall not be consummated or otherwise shall be delayed. (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, in each case, in connection with a Repricing Transaction on or prior to the date that is six months after 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, in each case, to the extent in connection with a Repricing Transaction on or prior to the date that is six months after the Closing Date. (e) All prepayments under repayments pursuant to this Section 2.12 shall be subject to Section 2.16 2.12(d) and Section 2.16, but shall otherwise be without premium or penalty. All prepayments . (f) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.12(a), 2.12(d) and 9.04, any Company Party may prepay the outstanding Term Loans on the following basis, so long as (1) no Event of Default has occurred and is continuing or would immediately result therefrom, (2) any Term Loans so prepaid are automatically and permanently canceled immediately upon such prepayment, or any Term Loans purchased by a Company Party are immediately cancelled, and (3) no proceeds of any loans under this Section 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 CommitmentsAgreement are used, directly or indirectly, for such purpose: (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) (A) 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 accompanied by accrued and unpaid interest made available, at the sole discretion of such Company Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to but excluding each applicable tranche, the tranche or tranches 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 tranches 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 $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (c) above, 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 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 paymentdelivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional Prepayment. (a) 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 $1,000,0002,000,000. The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.12. (b) Optional prepayments of Term Loans shall be allocated among pro rata between the Term Loans and the Other Term Loans, Loans (if any, as determined by the Borrower ) and shall be applied first, at the option of the Borrower notified to the Administrative Agent in the notice of prepayment pursuant to Section 2.12(a), in chronological order to the installments of principal in respect of the Term Loans and Other Term Loans (if any) scheduled to be paid within 12 months after such optional prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans (if any) under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(cSections 2.11(a)(i) and (ii), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11respectively. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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 Construction/Term Loans on not less than five (5) Business Days’ prior written or fax notice to the Term Loan A Administrative Agent (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 noticei) at least one Business Day prior any time with respect to prepayments funded through the use of Replacement Debt and (ii) at any time following the end of the Availability Period, as provided in Section 3.2 (Voluntary Prepayment of Secured Debt) of the Common Terms Agreement, 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 Construction/Term Loans under this Section 3.08 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11Common Terms Agreement. (c) All prepayments under this Section 3.08 shall be made by the Borrower to (x) the Term Loan A Administrative Agent for the account of the Construction/Term Loan Lenders and (y) the Term Loan A Credit Agreement Interest Rate Protection Providers and shall be applied by the Term Loan A Administrative Agent in accordance with Section 3.08(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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless Borrower may state that such notice is expressly conditioned upon a refinancing the effectiveness of the Credit Facilitiesother credit facilities, in which case such notice may be rescinded revoked by the Borrower (by notice to the Term Loan A Administrative 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 Credit Agreement 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 3.08, on the date stated therein. All prepayments under this Section 2.12 shall be subject specified in the notice of prepayment delivered pursuant to Section 2.16 3.08(a), the Borrower shall pay to the Term Loan A Administrative Agent the sum of the following amounts: (i) the principal (including any required make whole amount) of, and 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 this Section 2.12 4.05 (Funding Losses); and (iii) except for amounts to be paid to the Term Loan A Credit Agreement Interest Rate Protection Providers as set forth immediately below, any other than prepayments of ABR Revolving Loans that are not made Obligations due in connection with any prepayment under the termination or permanent reduction Financing Documents. Additionally, the Borrower shall, in accordance with Section 3.2(c) (Voluntary Prepayment of Secured Debt) of the Revolving Common Terms Agreement, pay to the Term Loan A Credit Commitments) Agreement Interest Rate Protection Providers the Term Loan A Hedge Termination Value payable in respect of any Interest Rate Protection Agreement to be terminated in connection with such prepayment in accordance with Section 3.10 (Termination of Interest Rate Protection Agreements in Connection with Any Prepayment), which terminated Interest Rate Protection Agreement shall be accompanied specified by accrued and unpaid interest on the Borrower in the notice of prepayment. Payments of principal amount of the Construction/Term Loans will be applied pro rata against subsequent scheduled payments or in inverse order of maturity, at the Borrower’s option (except as otherwise provided in Section 2.5(k) (Replacement Debt) of the Common Terms Agreement). (e) Amounts of any Construction/Term Loans prepaid pursuant to this Section 3.08 may not be prepaid to but excluding the date of paymentreborrowed.

Optional Prepayment. (a) The Borrower shall have may for any reason prepay the right Loans in respect of any Aircraft on any Payment Date, in whole at any time and or from time to time to prepay any Borrowingin part. Such prepayment in whole (of the applicable Loan) shall be at a price, in whole or in partaddition to any other amounts payable to the Lenders hereunder and under the other Operative Documents, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in equal to the case sum of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior the aggregate unpaid principal amount of the applicable Loans together with interest accrued thereon to the date of prepayment in (but, for the case avoidance of ABR Loansdoubt, to the Administrative Agent before 12:00 (noonwithout any premium), New York City time; provided, however, that each . Any such partial prepayment (i) shall be in an amount that is amount, determined by the Borrower, aggregating at least […***…] or an integral multiple thereof, (ii) shall include, on the date of $100,000 prepayment, interest accrued on the Loans to be prepaid to the date of prepayment (but, for the avoidance of doubt, without any premium) and (iii) shall be applied to prepay the Loans designated in the related prepayment notice provided by the Borrower pursuant to the immediately succeeding sentence. An irrevocable notice of any prepayment pursuant to this Section 2.7(a) shall be given by the Borrower to the Facility Agent in the manner specified in Section 12.1 at least four Funding Business Days prior to the date fixed for prepayment. The Facility Agent shall give prompt written notice of any notice of prepayment received from the Borrower pursuant to this Section 2.7(a) to all Lenders and the Security Trustee as soon as the Facility Agent shall have received such notice, which notice shall specify the date of prepayment and the amount to be prepaid. For the avoidance of doubt, this Section 2.7(a) shall not less than $1,000,000apply to any prepayment made pursuant to Section 2.7(b) or Section 2.8. (b) Optional prepayments The Borrower may prepay any Lender’s Loans (whether or not the Loans held by other Lenders are then subject to prepayment) on any Business Day to the extent permitted by Section 2.3, Section 2.10, Section 2.11 or Section 2.12 at a price, in addition to any other amounts payable to such Lender hereunder and under the other Operative Documents, equal to the sum of Term the aggregate unpaid principal amount of such ▇▇▇▇▇▇’s Loans together with interest accrued thereon to the date of prepayment, plus, if payment is not made on a Payment Date, Break Funding Losses, if applicable (but, for the avoidance of doubt, without any premium). An irrevocable notice of prepayment pursuant to this Section 2.7(b) shall be allocated among the Term Loans and the Other Term Loans, if any, as determined given by the Borrower to the affected Lender, with a copy to the Security Trustee, in the manner specified in Section 12.1 at least three Funding Business Days prior to the date fixed for prepayment and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided specify that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each it is a notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) pursuant to be prepaid and instructions with respect to the application under this Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed2.7(b) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentfixed for prepayment.

Optional Prepayment. In addition to prepayments pursuant to Section 2.6, Borrowers may, upon not less than thirty (a30) The Borrower shall have days’ prior notice to Agent, prepay the right at any time and from time to time to prepay any BorrowingLoan, in whole (or, (x) in order to terminate a Cash Sweep Period, or (y) in order to satisfy the conditions precedent set forth in Section 2.17(b)(viii), 2.17(c)(viii) or 2.17(d)(vii) on a date no earlier than thirty (30) days prior to the Maturity Date, in part), upon at least three on any Business Days’ prior written or fax Day in accordance with this Section 2.4(b). Any such prepayment notice (or telephone notice promptly confirmed by written or fax notice) shall specify the date of the prepayment, 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) Optional prepayments upon payment in full of Term Loans the Loan, Borrowers shall be allocated among pay to Agent, for the Term Loans and benefit of Lenders, the Other Term LoansPrepayment Fee, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11.applicable; (c3) Each notice if payment is made on any date other than a Payment Date, Borrowers shall pay to Agent all applicable Breakage Costs; and (4) concurrently with any such prepayment, Borrowers shall pay to Agent (x) all accrued and unpaid Interest (including, to the extent applicable, interest at the Default Rate) to and including the date of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 on the amount stated therein on being prepaid, (y) all Additional Interest, fees, expenses, charges and any other amounts due and payable hereunder and under the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 other Loan Documents at the time of such prepayment and (other than prepayments of ABR Revolving Loans that are not made z) all fees and expenses incurred by Agent, including Agent’s Counsel Fees 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 paymentsuch prepayment.

Optional Prepayment. (a) The Borrower 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 prepayment, which must be a Business Day (any such date an "Optional Prepayment Date"). On or before December 31, 2001 the Company shall be deemed to have prepaid the Notes in full by payment of an amount equal to the case excess of ABR Loansthe 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) 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 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 Administrative Agent before 12:00 Optional Prepayment Date) over $3 million (noonthe "2002 Optional Prepayment Price"). By way of example, 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loanslimitation, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the $110 million aggregate principal amount of each Borrowing (or portion thereof) Notes are outstanding, then at any time prior to be prepaid December 31, 2001, the Company may prepay and instructions with respect satisfy all of its obligations under the Notes by payment of an aggregate amount equal to the application under Section 2.12(b) of any prepayments of Term Loans$104 million, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 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) 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 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. (ba) Optional prepayments of Term Loans shall be allocated among between the Term Loans of each Class and applied to the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term such Loans under Section 2.11 2.11(a)(i) or (ii), as instructed the case may be, in each case as directed by the Borrower Borrowers (and absent such direction, in the notice set forth in Section 2.12(cdirect order of maturity thereof), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (cb) 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty, except as set forth below under clause (d). All prepayments under this Section 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) The Borrower With respect to any Loan, 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 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) Optional prepayments 1,000,000 for a LIBO Rate Loan or $100,000 for a Base Rate Loan. Each prepayment of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and a Borrowing shall be applied against ratably to the remaining scheduled installments Loans comprising such Borrowing as Borrowers may direct; provided however that, in the case of principal due in respect a prepayment of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c)Loan, provided that if such notice omits such instructions, optional prepayments of Term Loans each prepayment shall be applied pro rata against such remaining scheduled to principal installments in inverse order of principal due in respect of the Term Loans under Section 2.11maturity. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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 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 prepayment of any Eurodollar LoansBorrowing, or written or fax notice 11:00 a.m. (or telephone notice promptly confirmed by written or fax noticeAtlanta, Georgia time) at least not less than three 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. (Atlanta, Georgia time) on the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment date of such prepayment. Each such notice shall be in an amount that is an integral multiple of $100,000 irrevocable and not less than $1,000,000. (b) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the proposed date of such prepayment date, and the principal amount of each Borrowing (or portion thereof) thereof to be prepaid and instructions with respect to the application under Section 2.12(b) prepaid. Upon receipt of any prepayments such notice, the Administrative Agent shall promptly notify each affected Lender of Term Loans, shall be irrevocable (unless the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If such notice is expressly conditioned upon a refinancing of given, the Credit Facilities, aggregate 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 therein. All prepayments under this designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (2.15(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than prepayments the last day of ABR Revolving Loans that are not made in connection with an Interest Period applicable thereto, the termination or permanent reduction of the Revolving Credit Commitments) Borrower shall be accompanied by accrued and unpaid interest on the principal amount also pay all amounts required pursuant to be prepaid to but excluding the date of payment.Section

Optional Prepayment. (a) 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) Optional prepayments of Term Loans shall be (i) allocated among pro rata between the Tranche B-1 Term Loans and the Other Tranche B-2 Term Loans, if any, as determined by the Borrower Loans and shall be applied against the remaining scheduled installments of principal due in respect of the Tranche B-1 Term Loans and the Tranche B-2 Term Loans under Section 2.11 as instructed by or (ii) applied against the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Tranche B-1 Term Loans under Section 2.11, in each case as directed by the Borrower. (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 instructions with respect (iii) the Class of Loans to the application under Section 2.12(b) of any prepayments of Term Loansbe prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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) Optional prepayments of Term Loans shall be allocated among at any time during the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice applicable periods set forth in this Section 2.12(c)2.12(b) shall be accompanied by a payment of a prepayment fee in an amount (expressed as a percentage of the principal amount of the Loans to be repaid) equal to (i) 2.00%, provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect prepayment occurs on or prior to the date that is the first anniversary of the Term Loans under Section 2.11Closing Date, and (ii) 1.00%, if such prepayment occurs after the date that is the first anniversary of the Closing Date, but on or prior to the second anniversary of the Closing Date. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty, except as provided in Section 2.12(b). All prepayments under this Section 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) 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 (3) 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 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 Base Rate Loans, to the Administrative Agent before 12:00 (noon), New York City time1:00 p.m.; provided, however, that (i) with respect to Eurodollar Terms Loans each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) with respect to Base Rate Term Loans each partial payment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000500,000. (b) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of any Incremental Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of ratably among the outstanding Term Loans under Section 2.11and Incremental Term Loans. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penaltypenalty (except as otherwise provided in Section 2.12(d) below). All Eurodollar Loan prepayments under this Section 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) Each prepayment pursuant to Section 2.12(a) and Section 2.13(d) shall be accompanied by a premium equal to: (i) if such prepayment is made prior to the second anniversary of the Closing Date, the Make-Whole Premium with respect to the principal amount of such Loan being prepaid; (ii) if such prepayment is made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, 3.00% of the principal amount of the Loans so prepaid, (iii) if such prepayment is made on or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date, 1.00% of the principal amount of the Loans so prepaid; and (iv) if such prepayment is made on or after the fourth anniversary of the Closing Date, 0% of the principal amount of the Loans so prepaid.

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) The 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 the application of the provisions of Section 3.5(a), Borrower shall have the right at any time and from time to time to prepay any Borrowingapply the aggregate net amount of such optional prepayments (e.g., 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 noticeremaining following application of the provisions of Section 3.5(a)) 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 then outstanding principal balance 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect either or both of the Term Loans under Section 2.11 as instructed by Notwithstanding anything to the contrary contained herein Borrower in may not prepay any portion of any LIBOR Loan at any time prior to the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect last day of the Term Loans under Section 2.11. (c) Each notice of applicable Interest Period unless Borrower accompanies such prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) with all indemnification costs to be prepaid and instructions paid with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject thereto pursuant to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 payment2.6.

Optional Prepayment. (a) The Borrower shall have the right Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Thirty-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 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 Thirty-second 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 (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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if registry books. Each such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Thirty-second 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 instructions the interest to be paid on the Settlement Date with respect to the application under Section 2.12(b) of any prepayments of Term Loanssuch principal amount being prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 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 Thirty-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 such notice or certificate. The bonds of the Thirty-second Series are not otherwise subject to voluntary or optional prepayment.

Optional Prepayment. (a) The Borrower 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 or fax notice by the Parent Borrower (or telephone notice promptly confirmed by written or fax notice) 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 $1,000,000. (b) the Minimum Currency Threshold. Optional prepayments of Dollar Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Dollar Term Loans under Section 2.11 as instructed 2.11(a) in the manner specified by the Parent Borrower or, if not so specified on or prior to the date of such optional prepayment, in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional direct order of maturity. Optional prepayments of Dollar Term Loans and any dollar denominated Incremental Term Loans shall be applied ratably among the outstanding Dollar Term Loans and dollar denominated Incrementalmay be applied on a non pro rata basis among the outstanding Classes of Term Loans; provided that such prepayments shall be made ratably among the Lenders of such Class in accordance with their respective Term Loans; provided further that Non-Extended Dollar Term Loans that have not been subject to an Extension pursuant to Section 2.25 shall not receive less than their pro rata share of any such prepayment made to Extended Dollar Term Loans. Optional prepayments of Euro Term Loans shall be applied against such the remaining scheduled installments of principal due in respect of the Euro Term Loans under Section 2.11. (c) 2.11 in the manner specified by the Parent Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity. Optional prepayments of Euro Term Loans and any euro denominated Incremental Term Loans shallmay be applied ratably among the outstanding Euro Term Loans and euro denominated Incrementalon a non pro rata basis among the outstanding Classes of Term Loans; provided that such prepayments shall be made ratably among the Lenders of such Class in accordance with their respective Term Loans; provided further that Non-Extended Euro Term Loans that have not been subject to an Extension pursuant to Section 2.25 shall not receive less than their pro rata share of any such prepayment made to Extended Euro Term Loans. Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All Eurodollar Loan and BA Rate Loan prepayments under this Section 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) The Borrower 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 or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent, not later than 12:30 p.m., three Business Days prior to such optional prepayment in the case of Eurodollar LoansLoans 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 Business Day prior to the date of such 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 aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000the Minimum Threshold and (ii) no optional prepayment of any Second-Lien Term Loans shall be permitted unless such prepayment is permitted under Section 6.03, and to the extent that such optional prepayment is being made pursuant to Section 6.03(a), such optional prepayment shall be allowed to the extent that the Loan Parties are permitted to make any principal payments on Subordinated Indebtedness (as defined in the New Senior Notes Documentation (as defined in the Original Credit Agreement)) under Section 4.7 of the New Senior Notes Documentation (as defined in the Original Credit Agreement) to the extent this limitation on optional prepayments is required by Section 4.9 of the New Senior Notes Documentation (as defined in the Original Credit Agreement). (b) Optional prepayments of Term Loans under any Term Loan Facility shall be allocated applied ratably among each Class of Term Loans (other than (x) Second-Lien Term Loans, in the case of optional prepayments of First-Lien Term Loans and the Other (y) First-Lien Term Loans, if anyin the case of optional prepayments of Second-Lien Term Loans, as determined by to the Borrower extent permitted under Section 6.03) then outstanding and shall be applied against the remaining scheduled installments of principal due in respect of the such Term Loans Loan Facility under Section 2.11 2.11(a) or (b), as instructed applicable, 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 that (i) at any time the Borrower may, at its option, direct that any voluntary prepayment of Loans pursuant to this Section 2.12 be applied (in which case it shall be applied) to then outstanding Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans, First-Lien Incremental Term Loans and any newly created Class of Term Loans with the earliest Maturity Date (ratably among such Classes with an identical Maturity Date) and (ii) it is understood and agreed that this clause (b) may be modified as expressly provided in Section 2.25 in connection with a Refinancing Amendment; provided that it is understood and agreed that such modification may not alter the treatment of the Original Extended First-Lien Term Loans, the Additional Extended First-Lien Term Loans, the First-Lien Incremental Term Loans, the Tranche A First-Lien Term Loans or the Tranche B First-Lien Term Loans as set forth in the notice foregoing proviso. (c) Optional prepayments of Revolving Loans shall be applied ratably among each Class of Revolving Loans then outstanding, except any prepayment with a corresponding reduction of Revolving Credit Commitments under Section 2.09(a)(ii), in which case the Borrower shall prepay the Revolving Loans associated with the Revolving Credit Commitment reduction as set forth in Section 2.12(c2.13(a)(i), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (cd) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 any 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 2.12 shall be subject to Section 2.16 Sections 2.16, and 2.05(d) but otherwise without premium or penaltypenalty except as provided in Section 2.12(e). All Eurodollar Loan prepayments under this Section 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. (e) In the event that the Tranche A Second-Lien Term Loans are prepaid or repaid in whole or in part by the Borrower pursuant to Section 2.12(a) or Section 2.13 prior to February 28, 2015, the Borrower shall pay to the Second-Lien Lenders holding such Tranche A Second-Lien Term Loans, a prepayment premium on the amount so prepaid as follows: (i) 3.00% with respect to the principal amount prepaid or repaid if such repayment occurs on or after the Second Restatement Effective Date but prior to February 28, 2013, (ii) 2.00% with respect to the principal amount prepaid or repaid if such repayment occurs on or after February 28, 2013 but prior to February 28, 2014 and (iii) 1.00% with respect to the principal amount prepaid or repaid if such repayment occurs on or after February 28, 2014 but prior to February 28, 2015; provided that no such prepayment premium under this Section 2.12(e) shall be payable pursuant to or any prepayment made pursuant to Section 2.13(h). In the event that the Tranche B Second-Lien Term Loans are prepaid or repaid in whole or in part by the Borrower pursuant to Section 2.12(a) or Section 2.13 prior to the first anniversary of the Third Amendment Effective Date, the Borrower shall pay to the Tranche B Second-Lien Term Loan Lenders a prepayment premium on the amount so prepaid equal to 1.00% with respect to the principal amount prepaid or repaid; provided that no such prepayment premium under this Section 2.12(e) shall be payable pursuant to or any prepayment made pursuant to Section 2.13(h).

Optional Prepayment. The City may at its option prepay from any source of available moneys for redemption of Bonds pursuant to Section 2.03(b) of the Indenture, all or any part (a) 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 5,000) of the Principal Component of Base Rental Payments (and not less than $1,000,000. (b) Optional prepayments corresponding Interest Component), so that the aggregate annual amounts of Term Loans Principal Component of Base Rental Payments which shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if payable after such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the each be an integral multiple of $5,000, at a prepayment date, the principal amount of each Borrowing (or portion thereof) price equal to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 redeemed, plus accrued but unpaid interest to but excluding the prepayment date, without premium. Before making any prepayment pursuant to this Section, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made, which date shall be not less than forty-five (45) days from the date such notice is given. The Authority and the City hereby agree that any prepayment in part under this Section and the redemption of paymentany Bonds by the Authority pursuant to Section 2.03(b) of the Indenture shall be credited towards the City’s obligations hereunder at the option of the City in any manner determined in writing delivered to the Trustee by the City. A prepayment made pursuant to this Section shall not cause a defeasance of any Bonds unless the requirements of Section 9.03 of the Indenture are satisfied. In the event of prepayment in full of the Principal Component of all Base Rental Payments, such that this Lease shall be terminated by its terms as provided in Section 2, all amounts then on deposit under the Indenture which are to be credited to the City’s obligations to make Base Rental Payments shall be credited towards the amounts then required to be so prepaid.

Optional Prepayment. At any time prior to January 15, 2042 (a) The Borrower shall have six months prior to the right Stated Maturity), the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Forty-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 Forty-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 Forty-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 Forty-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 15, 2042, the bonds of the Forty-fourth Series will be redeemable at the option of the Company, in whole or in part, upon at least three Business Days’ prior written or fax on not less than 30 nor more than 60 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 Settlement Date, at a redemption price equal to 100% 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Forty-fourth series to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Forty-fourth Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. At any time prior to March 15, 2021 (asix months prior to the Fifty-second Series Stated Maturity) The Borrower shall have the right Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Fifty-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 Fifty-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 Fifty-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 Fifty-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 March 15, 2021, the bonds of the Fifty-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 Settlement Date, at a redemption price equal to 100% 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Fifty-second Series to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Fifty-second Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (a) 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 1,000,000 and not less than $1,000,0003,000,000. (b) Optional prepayments of Term Loans shall be allocated pro rata among the then-outstanding Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans and applied, at the Other Term Loansoption of the Borrower, if anyfirst, as determined by in chronological order to the Borrower installments of principal scheduled to be paid within 12 months after such prepayment and shall be applied second, ratably against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(cSections 2.11(a)(i), provided that if such notice omits such instructions(ii) and (iii), optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11respectively. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 but unpaid interest on the principal amount to be being prepaid to to, but excluding excluding, the date of payment.

Optional Prepayment. (a) The Borrower shall have the right Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Thirty-eighth Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay 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 Thirty-eighth 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 (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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if registry books. Each such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Thirty-eighth Series to be prepaid on such date, the principal amount of each Borrowing (or portion thereof) bond held by such registered owner to be prepaid (determined in accordance with subsection (II) of this section), and instructions the interest to be paid on the Settlement Date with respect to the application under Section 2.12(b) of any prepayments of Term Loanssuch principal amount being prepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 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 Thirty-eighth 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 Thirty-eighth Series are not otherwise subject to voluntary or optional prepayment.

Optional Prepayment. (a) 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 $1,000,0002,000,000. The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.12. (b) Optional prepayments of Term Loans shall be allocated among pro rata between the Term Loans and the Other Term Loans, Loans (if any, as determined by the Borrower ) and shall be applied first, at the option of the Borrower notified to the Administrative Agent in the notice of prepayment pursuant to Section 2.12(a), in chronological order to the installments of principal in respect of the Term Loans and Other Term Loans (if any) scheduled to be paid within 12 months after such optional prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans (if any) under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(cSections 2.11(a)(i) and (ii), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11respectively. (c) Each notice of prepayment shall specify the prepayment date, date and the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) The Borrower shall have the right may, upon notice to Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Loans in whole or in part, upon at least part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days’ prior 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 Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment in the case of ABR Base Rate Loans, in each case, or such later time as is reasonably acceptable to Administrative Agent; and (ii) any prepayment of LIBOR Loans or Base Rate Loans shall be in 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. Administrative Agent before 12:00 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 (noonbased on such Lender’s Applicable Percentage). If such notice is given by Borrower, New York City timeBorrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that each partial such prepayment shall obligation may be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Optional prepayments of Term Loans shall be allocated among conditioned on the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) occurrence of any prepayments subsequent event (including a Change of Term LoansControl, shall be irrevocable (unless such notice is expressly conditioned upon asset sale or refinancing transaction). Any prepayment of a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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. (a) 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) Optional prepayments of Term Loans shall be allocated among pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans and, at the Other Term Loansoption of the Borrower, if any, as determined by the Borrower and shall be (i) applied pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and Tranche B Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(cSections 2.11(a)(i) and (ii), provided that respectively, or (ii) FIRST, applied against the scheduled installments of principal, if such notice omits such instructionsany, optional prepayments of Tranche A Term Loans shall be and Tranche B Term Loans due on any Term Loan Repayment Date occurring within six months of the date of such prepayment and SECOND, applied pro rata against such the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and Tranche B Term Loans under Section 2.11Sections 2.11(a)(i) and (ii), 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments of Eurodollar Borrowings under this Section 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 being prepaid to but excluding the date of payment.

Optional Prepayment. The Company may prepay (aeach, an “Optional Prepayment”) The Borrower shall have the right Note in 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 prepayments of Term Loans shall be allocated among the Term Loans Prepayment Notice” and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect date all of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect holders of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless Notes received such notice is expressly conditioned upon a refinancing of referred to as the Credit Facilities“Optional Prepayment Notice Date”). Each Optional Prepayment Notice shall be irrevocable. Each Optional Prepayment Notice shall (i) state the date on which the Optional Prepayment shall occur (the “Optional Prepayment Date”), in which case such notice may be rescinded if such refinancing date shall not be consummated or shall otherwise be delayedless than two (2) Business Days nor more than fifteen (15) Business Days following such Optional Prepayment Notice Date and shall commit (ii) state the Borrower aggregate Outstanding Amount of the Notes which the Company has elected to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under Optional Prepayment from the Holder and all of the other holders of the Other Notes pursuant to this Section 2.12 2(a) (other than prepayments of ABR Revolving Loans that are not made in connection with and analogous provisions under the termination or permanent reduction of the Revolving Credit CommitmentsOther Notes) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentOptional Prepayment Date.

Optional Prepayment. The Borrower may prepay the outstanding Principal Amount (together with accrued Interest) on the Notes as follows: (a) The Borrower shall have the right may, 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 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 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: 1 102.85 % 2 102 % Thereafter 100 % (b) Optional prepayments The Borrower shall give written notice of Term Loans prepayment of the Notes pursuant to this Section 10.01 not less than 10 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 10.01 shall be allocated among given in the Term Loans manner specified in Section 12.02 of this Agreement. Upon notice of prepayment pursuant to this Section 10.01 being given by the Borrower, 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 the Other Term Loans, if any, as determined by the Borrower costs and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth expenses referred to in Section 2.12(c10.01(a), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of Any optional prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 10.01 shall include payment of accrued Interest on the Principal Amount of the Notes so prepaid and shall be subject applied first to Section 2.16 but otherwise without premium or penalty. All prepayments all costs, expenses and indemnities payable under this Section 2.12 (other than prepayments Agreement, then to payment of ABR Revolving Loans that are not made in connection with default interest, if any, then to accrued but unpaid Interest, if any, and thereafter to 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 paymentPrincipal Amount.

Optional Prepayment. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Loans in whole or in part, upon at least part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days’ Days prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case to any date of Eurodollar prepayment of Term Benchmark Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax noticeB) at least one five (5) Business Day Days prior to any date of prepayment of RFR Loans and (C) on the date of prepayment in the case of ABR Loans, in each case, or such later time as is reasonably acceptable to the Administrative Agent before 12:00 Agent; and (noon), New York City time; provided, however, that each ii) any partial prepayment of any Revolving Loan or Term 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) Optional prepayments of a Revolving Loan or Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect Loan of the Term Loans under Section 2.11 same Class and Type as instructed by the Borrower in the notice set forth provided in Section 2.12(c), provided that if 2.01. Each such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal date and amount of each Borrowing (or portion thereofsuch prepayment and the Class(es) and Type(s) of Loans to be prepaid and instructions with respect and, if Term Benchmark Loans are to be prepaid, the application under Section 2.12(bInterest Period(s) of any prepayments such Term Benchmark Loans. The Administrative Agent will promptly notify each Lender of Term Loansits receipt of each such notice, shall be irrevocable and of the amount of such Lender’s ratable portion of such prepayment (unless based on such Lender’s Applicable Percentage). If such notice is expressly conditioned upon a refinancing of given by the Credit FacilitiesBorrower, 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; provided that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments Any prepayment of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) a 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 paymentapplicable Lenders in accordance with their respective Applicable Percentages.

Optional Prepayment. At any time prior to September 15, 2023 (asix months prior to the Forty-eighth Series Stated Maturity) The Borrower shall have the right Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Forty-eighth Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the Forty-eighth 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-eighth 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-eighth 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, 2023, the bonds of the Forty-eighth 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 Settlement Date, at a redemption price equal to 100% 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) the bonds of the Forty-eighth Series to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 plus accrued and unpaid interest on thereon to the principal amount Settlement Date. The bonds of the Forty-eighth Series are not otherwise subject to be prepaid to but excluding the date of paymentvoluntary or optional prepayment.

Optional Prepayment. (a) The Borrower shall have the right Borrowers may, at any time and from time to time to their option, prepay any Borrowing, Loan advanced hereunder in whole full or in part, upon at least three Business Days’ prior written or fax notice part (or telephone notice promptly confirmed by written or fax noticeas well as all interest accrued and unpaid thereon through the end of the related Interest Period) in on the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one last Business Day prior of any Interest Period related thereto (each an “Optional Prepayment Date”); provided, that the 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) Optional prepayments of Term Loans . Any such prepayment shall be allocated among paid over to the Term Loans and the Other Term Loans, if any, as determined Lender by the Borrower Borrowers by 1:00 p.m. (New York City time) on such Optional Prepayment Date, and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect equal to the application under Section 2.12(bsum of (i) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 Loan amount stated therein being prepaid on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 of such prepayment, plus (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitmentsii) 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. (a) 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 Australian Agent by 11:00 a.m. (Sydney Time) at least three Business Days prior to the date designated for such prepayment, in the case of Eurodollar Loans, any prepayment of a USD Revolving Borrowing 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 timean AUD Revolving Borrowing; provided, however, that each partial prepayment shall be in an amount that is a minimum amount of U.S.$5,000,000 or an integral multiple of $100,000 U.S.$1,000,000 in excess thereof (or AUD$3,000,000 and not less than $1,000,000AUD$1,000,000 respectively, in the case of Borrowings denominated in Australian Dollars). The Australian Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.11 and of each Lender’s portion of such prepayment. (b) Optional prepayments The Borrower may, upon notice to the Swing Line Lender (with a copy to the Australian 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 Australian Agent not later than 11:00 a.m. (Sydney Time) on the date of Term Loans the prepayment, and (B) any such prepayment shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments in a minimum principal amount of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11AUD$100,000. (c) Each notice of prepayment shall specify (i) the amount to be prepaid, (ii) the prepayment date, date and (iii) the principal amount Type of each Borrowing (or portion thereof) Loans to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 under pursuant to this Section 2.12 2.11 shall be subject to Section 2.16 2.15, but shall otherwise be without premium or penalty. All prepayments under this Section 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) 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 facsimile notice (or telephone notice promptly confirmed by written or fax facsimile notice, including communications through an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent) in the case of Eurodollar Term Benchmark Loans, or at least five Business Days’ prior written or fax facsimile notice (or telephone notice promptly confirmed by written or fax facsimile notice, including communications through an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent) in the case of RFR Loans, or written or facsimile notice (or telephone notice promptly confirmed by written or facsimile notice, including communications through an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent) 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans 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 and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansprepaid, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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) 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) Optional prepayments The Borrower will give at least 3 Business Days’ prior written notice of Term Loans shall be allocated among each optional prepayment under this Section 2.10 to the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if Administrative Agent. Each such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the aggregate principal amount of each Borrowing (or portion thereof) the Loans to be prepaid on such date, and instructions the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and, solely to the application under Section 2.12(b) extent any such prepayment is made prior to the third anniversary of any prepayments of Term Loansthe Closing Date, shall be irrevocable accompanied by a certificate of a Financial Officer of the Borrower as to the estimated Applicable Prepayment Premium due in connection with such prepayment (unless calculated as if the date of such notice is expressly conditioned upon a refinancing were the date of the Credit Facilitiesprepayment), in which case setting forth the details of such computation. Such notice may shall be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) irrevocable 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 2.12 2.10 shall be subject to Section 2.16 but otherwise without premium or penalty2.13. All prepayments under this Section 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) 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) The Borrower shall have the right Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Sixty-first Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the 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 Settlement Date, at a redemption price equal to 100% 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) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (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 prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loansredeemed, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 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) The Borrower shall have the right at At any time and from time prior to time to January 1, 2021, the Issuer may, on any one or more occasions, prepay all or any Borrowing, in whole or in partportion of the unpaid 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 amount that is an integral multiple respect of $100,000 any repayments made in the period beginning on and not less than $1,000,000. including the fifth (b5th) Optional prepayments of Term Loans shall be allocated among Business Day prior to the Term Loans 91st day preceding the Second Scheduled Payment Date and running through and including the Other Term Loans, if any, as determined by Second Scheduled Payment Date (but only to the Borrower and shall be applied against extent such repayments are made to satisfy in whole or in part the remaining scheduled installments of principal due repayment requirement set forth in Section 2(a) in respect of the Term Loans under Section 2.11 as instructed by Second Scheduled Payment Date). Unless the Borrower Issuer defaults in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect payment of the Term Loans 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 2.11. (c2(c)(ii) Each notice in excess of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 prepaid shall be referred to herein as the principal amount “Prepayment Premium”. (iii) Any prepayment pursuant to this Section 2(c) shall be prepaid made pursuant to but excluding the date provisions of paymentSections 2(d) through 2(g) hereof. (iv) Any prepayment pursuant to this Section 2(c) may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the completion of any related equity offering or any other corporate transaction or event.

Optional Prepayment. (a) 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 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) Optional prepayments a Revolving Borrowing of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and same Type pursuant to Section 2.3. Each prepayment of a Borrowing shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect ratably to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless Loans comprising such notice is expressly conditioned upon a refinancing of the Credit Facilities, 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 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 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 paymentBorrowing.