Common use of Optional Prepayment Clause in Contracts

Optional Prepayment. The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturity.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) 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 an ABR Borrowing$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, not later than 11:00 a.m.if any, one Business Day before as determined by the date Borrower and shall be applied against the remaining scheduled installments of prepayment. Each 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 irrevocable and 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 and date, the principal amount of each Borrowing (or portion thereof thereof) to be prepaid; provided 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 if a notice of prepayment is given are not made in connection with a conditional notice of the termination or permanent reduction 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 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, and not less than, $1,000,000, 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 Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice Loans made pursuant to Section 2.11(a) shall be irrevocable made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.00%, and (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, in each case of the aggregate principal amount of Loans being prepaid. (c) Each notice of prepayment shall specify the prepayment date and date, the principal amount of each Borrowing (or portion thereof thereof) to be prepaid; provided that if , shall be irrevocable (unless such notice is expressly conditioned upon a notice of prepayment is given in connection with a conditional notice of termination refinancing of the Revolving Loan Commitments as contemplated by Section 2.6Credit Facility, then in which case such notice of prepayment may be revoked or extended rescinded if such notice of termination is revoked refinancing shall not be consummated or extended in accordance with 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 2.6. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing 2.11 shall be in an aggregate amount that is an integral multiple of, subject to paragraph (b) above (if applicable) and not less than, $1,000,000, or, if less, the entire amount of such Borrowingto Section 2.15 but otherwise without premium or penalty. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers Borrower shall have the right at any time and from time to time option to prepay any Borrowing in whole all or in partat least 50% of the then-outstanding principal balance of the Term Loan, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. provided the Borrower (i) The Borrowers shall notify delivers written notice to Agent of its election to prepay the Administrative Agent by telephone Term Loan at least ten (confirmed by e-mail10) of any days prior to such prepayment hereunder (i) in the case of prepayment absence of a Eurodollar BorrowingDefault or Event of Default, not later than 11:00 a.m.in which case no notice need be given) (or such shorter period as the Agent may agree) and (ii) pays, three Business Days before on the date of prepaymentsuch prepayment (A) all accrued and unpaid interest with respect to the amount prepaid through the date the prepayment is made, plus (iiB) the amount of the Applicable Prepayment Premium, if any, plus (C) all other sums in connection with the case 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 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 an ABR Borrowing, not later than 11:00 a.m., one this clause (d) if within three (3) Business Day before Days of 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 payment Borrower (1) informs Agent in connection with a conditional notice of termination writing 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 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, and not less than, $1,000,000, or, if less, the entire amount of such Borrowingexcess payment, and (2) certifies that such excess payment was made as a result of administrative or clerical error. Each prepayment of a Borrowing shall be applied ratably Notwithstanding anything in this Agreement (including this Section 2.2(e)) to the Loans included contrary, until all of the obligations in respect of the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to TRG Credit Facility are paid in full in cash and all of the extent required by Section 2.10. Optional prepayments commitments in respect thereof are terminated, no voluntary prepayment of the Term Loans Loan that would otherwise be permitted to be made under this Section 2.2(e) shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitymade hereunder.

Optional Prepayment. The Borrowers shall have the right Borrower may at any time and from time to time prepay the Term Loans made to prepay any Borrowing it, in whole or in part, subject to prior Section 3.11, without premium or penalty, upon at least three Business Days’ irrevocable notice in accordance with Section 2.8(a)(i) and subject by the Borrower to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar BorrowingEurocurrency Loans outstanding), not later than 11:00 a.m., three at least one Business Days before Day’s irrevocable notice by the date of prepayment, Borrower to the Administrative Agent (ii) in the case of ABR Loans outstanding). Such notice shall specify, in the case of any prepayment of an ABR BorrowingTerm Loans, not later than 11:00 a.m., one Business Day before the date and amount of prepayment. Each such notice shall be irrevocable prepayment and shall specify whether the prepayment date and is 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; provided that if a notice of prepayment is given in connection with a conditional notice of termination of each. Upon 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 shall advise promptly notify each affected Lender thereof. If any such notice is given, the Lenders 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 contents thereof. Each partial prepayment of Interest Period applicable thereto) any Borrowing shall be in an aggregate amount that is an integral multiple of, amounts payable pursuant to Section 3.11 and not less than, $1,000,000, 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 such date on the extent required by amount prepaid; provided that, notwithstanding anything to the contrary in this Section 2.103.4(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 this Facility, which refinancing shall not be consummated or shall otherwise be delayed. Optional Partial prepayments of the Term Loans pursuant to this Section 3.4(a) shall be applied to regular such installment or installments of principal due under thereof at the Borrower may elect; provided that, notwithstanding the foregoing, any Term Loans Loan may be prepaid in inverse order of maturityits entirety.

Optional Prepayment. The Borrowers (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject upon written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone before 12:00 (confirmed by e-mail) of any prepayment hereunder noon), New York City time (i) in the case of any prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., at least three Business Days before prior to the date of prepayment, designated for such prepayment or (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before on the date of such prepayment. Each such notice ; provided, however, that each partial prepayment shall be irrevocable in an amount that is (x) in the case of any partial prepayment of a Eurodollar Borrowing, an integral multiple of $1,000,000 and not less than $5,000,000 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) In the event of any termination of all the Commitments, each Borrower shall repay or prepay all its outstanding Borrowings on the 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 Lenders of the Aggregate Credit Exposure after giving effect thereto and (ii) if the 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 an amount sufficient to eliminate such excess. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount that is an integral multiple of, and not less than, $1,000,000, or, if less, stated therein on the entire amount of such Borrowingdate stated therein. Each prepayment of a Borrowing All prepayments under this Section 2.11 shall be applied ratably subject to Section 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.11 (other than prepayments of ABR Loans prior to the Loans included in the prepaid Borrowing. Prepayments Maturity Date) shall be accompanied by accrued interest on the principal amount being prepaid to the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject upon written, fax or electronic communication (e-mail) (or by telephone notice promptly confirmed by written, fax or electronic communication (e-mail)) delivered to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) 3:00 p.m. (Standard Time) at least three Business Days prior to the date designated for such prepayment, in the case of any prepayment of a Eurodollar Eurocurrency Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, or (ii) 1:00 p.m. (Standard Time) on the date designated for such prepayment in the case of any prepayment of an ABR Borrowing; 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 of each Lender’s portion of such prepayment. (b) 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 11:00 a.m., one Business Day before 1:00 p.m. (Standard Time) on the date of the prepayment. Each , and (B) any such notice prepayment shall be irrevocable and in a minimum principal amount of $100,000. (c) Each notice of prepayment shall specify (i) the amount to be prepaid, (ii) the prepayment date and (iii) the principal amount Type of each Borrowing or portion thereof Loans to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of repaid and shall commit the Revolving Loan Commitments as contemplated Borrower to prepay such obligations by the amount specified therein on the date specified therein. All prepayments pursuant to this 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing 2.11 shall be in an aggregate amount that is an integral multiple ofsubject to Section 2.15, and not less than, $1,000,000, or, if less, the entire amount of such Borrowing. Each prepayment of a Borrowing but shall otherwise 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitywithout premium or penalty.

Optional Prepayment. (a) The Borrowers 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, subject to upon at least three Business Days' prior written or telecopy notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or telecopy notice) in the case of Eurodollar Loans, or written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) on the day of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR BorrowingLoans, not later than to the Administrative Agent before 11:00 a.m., one Business Day before New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000. The Borrower shall not have the right to prepay any Competitive Borrowing. (b) In the event of any termination of all the Commitments, the Borrower shall repay or prepay all its outstanding Revolving Credit Borrowings on the date of prepaymentsuch termination. If as a result of any partial reduction of the Commitments the sum of the Aggregate Revolving Credit Exposure and the aggregate outstanding principal amount of the Competitive Loans at the time would exceed the Total Commitment after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such excess. (c) Each such notice shall be irrevocable and of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid; provided , shall be irrevocable 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 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayment of an ABR Loan that if a notice of prepayment is given does not occur in connection with with, or as a conditional notice of result of, the reduction or 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 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, and not less than, $1,000,000, 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 Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject upon written or facsimile notice (or telephone notice promptly confirmed by written or facsimile notice) to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone before 12:00 (confirmed by e-mail) of any prepayment hereunder noon), New York City time (i) in the case of any prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., at least three Business Days before prior to the date of prepayment, designated for such prepayment or (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before on the date of such prepayment. Each such notice ; provided, however, that each partial prepayment shall be irrevocable in an amount that is (x) in the case of any partial prepayment of a Eurodollar Borrowing, an integral multiple of $1,000,000 and not less than $5,000,000 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) In the event of a termination of all the Commitments, each Borrower shall repay or prepay all of its outstanding Borrowings on the 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 Lenders of the Aggregate Credit Exposure after giving effect thereto and (ii) if the 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 an amount sufficient to eliminate such excess. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount that is an integral multiple of, and not less than, $1,000,000, or, if less, stated therein on the entire amount of such Borrowingdate stated therein. Each prepayment of a Borrowing All prepayments under this Section 2.11 shall be applied ratably subject to Section 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.11 (other than prepayments of ABR Loans prior to the Loans included in the prepaid Borrowing. Prepayments Maturity Date) shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepaymentprepayment 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 $1,000,000 and not less than $5,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Each notice of prepayment shall specify (i) the prepayment date, (ii) in the case of prepayment of an ABR Borrowing, 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 thereof) to be prepaid and (iii) the Class of Loans to be prepaid; , shall be irrevocable (provided that if a such notice may be conditioned on receiving the proceeds of prepayment is given any refinancing) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under Section 2.12(a) shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under Section 2.12(a) (other than prepayments of ABR Revolving Loans that are not made in connection with a conditional notice of the termination or permanent reduction 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 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, and not less than, $1,000,000, 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 Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers shall have 3.1 Except as agreed to in writing by the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment holders of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date majority-in-interest of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 the Notes to any such payment, the Company shall not prepay all or any portion thereof of the principal of or any interest on this Note prior to the Maturity Date. 3.2 Provided the holders of a majority-in-interest of the principal amount of the Notes shall have evidenced their agreement to such payment as aforesaid, the Company may prepay the whole, or any part, of the unpaid principal amount of this Note, without premium or penalty, upon the terms hereinafter set forth, and provided that interest on the principal prepayment shall be paid concurrently therewith. Notices of intended prepayment shall be given by the Company by mail and shall be mailed to the holder of this Note not less than 30 days from the date fixed for prepayment. The giving of such notice by the Company shall not in any way affect the rights of the holder of this Note under Section 7 hereof. In case this Note is intended to be prepaid in part only, such notice shall specify the principal amount hereof to be prepaid; provided that if a and, in such case, the principal amount of this Note shall be prepaid in an amount proportionate to the principal amount of all Notes so prepaid. Upon giving of notice of prepayment is given as aforesaid, and subject to agreement thereto by the holder of this Note, this Note or portion thereof so specified for prepayment shall on the prepayment date specified in connection with a conditional notice of termination of the Revolving Loan Commitments as contemplated by Section 2.6, then such notice become due and payable, and from and after the prepayment date so specified (unless the Company shall default in making such prepayment) interest on the principal of this Note or portion hereof so specified for prepayment may be revoked shall cease to accrue, and the principal of this Note 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 shall advise the Lenders of the contents thereof. Each partial portion thereof so specified for prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, paid by the entire amount of such Borrowing. Each Company at the 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityprice aforesaid.

Optional Prepayment. The Borrowers 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 Borrowing the Notes (an "Optional Prepayment"), in whole or in part, subject to prior on not less than 5 days' notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, which must be a Business Day (ii) any such date an "Optional Prepayment Date"). On or before December 31, 2001 the Company shall be deemed to have prepaid the Notes in the case of prepayment full by payment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before amount equal to the excess of the outstanding principal amount of the Notes as of the date of prepaymentthe 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"). Each such notice After December 31, 2001, but on or before December 31, 2002, the Company shall be irrevocable and shall specify deemed to have prepaid the prepayment date and Notes in full by payment of an amount equal to the excess of the outstanding principal amount of each Borrowing 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 $3 million (the "2002 4 4 Optional Prepayment Price"). By way of example, and not limitation, if $110 million aggregate principal amount of Notes are outstanding, then at any time prior to December 31, 2001, the Company may prepay and satisfy all of its obligations under the Notes by payment of an aggregate amount equal to $104 million, 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 portion thereof the 2002 Optional Prepayment Price, as the case may be shall, to be prepaid; provided the extent that if it results in a notice payment of prepayment is given 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 a conditional notice of termination of the Revolving Loan Commitments as transactions contemplated by Section 2.6, then such notice the Merger Agreement and shall not be deemed to constitute the forgiveness 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityindebtedness.

Optional Prepayment. The Borrowers shall have (a) 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, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. ; provided that unless otherwise directed by the Holder any such prepayment will be applied (i) The Borrowers shall notify first to the Administrative Agent by telephone payment of expenses due under this Note, (confirmed by e-mailii) of any prepayment hereunder (i) in second to the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before aggregate Initial Interest Component accrued but unpaid up to the date of prepayment, (iiiii) in third to the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before Ongoing Interest Component accrued but unpaid up to the date of prepayment. Each prepayment and (iv) fourth, if the amount of prepayment exceeds the amount of all such notice shall expenses and accrued but unpaid interest, to the payment of then outstanding principal of this Note, with a prepayment deemed to be irrevocable applied to the principal component of the last Quarterly Payment then due and shall specify owing on this Note. (b) Furthermore, concurrently with any prepayment made pursuant to Section 4(a) of this Note, the prepayment date 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 amount for the first three (3) years; then, beginning with the third anniversary of each Borrowing this Note and every quarter thereafter, one-twentieth (1/20th) (or portion thereof to be prepaid; provided that such larger fraction 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 Quarterly Payments have been eliminated in accordance with Section 2.6. Promptly following receipt 4(a)(iv) of any this Note) of such notice relating principal plus such interest which has accrued during such first three (3) years, together with ongoing interest calculated from Quarterly Payment to a BorrowingQuarterly Payment, shall be paid to the Holder). (c) Upon such recalculation, the Administrative Agent Company shall advise promptly send the Lenders of Holder a written schedule (the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of“Revised Payment Schedule”) detailing the remaining Quarterly Payments, including the amounts which represent (i) the Principal Component, (ii) the Initial Interest Component and (iii) the Ongoing Interest Component, and not less than, $1,000,000, or, if less, thereafter the entire amount of Company shall make Quarterly Payments on this Note in accordance with 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityRevised Payment Schedule.

Optional Prepayment. (a) The Borrowers shall have the right at any time time, and from time to time time, to prepay any Borrowing the Loans, in whole or in part, upon not fewer than three (3) Business Days' prior written notice to the Administrative Agent; provided, that any optional prepayment prior to the Conversion Date shall be subject to prior notice in accordance receipt by the Administrative Agent of satisfactory evidence, certified by the Borrowers and confirmed by the Independent Engineer, that sufficient funds will be available to achieve the Commercial Operation Date for each Plant with Section 2.8(a)(i) and subject respect to Section 2.13which Commitments remain outstanding. (ib) The Any partial prepayment of the Loans shall be in a minimum amount of five hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof. (c) Each notice of prepayment given by the Borrowers under this Section 3.09 shall notify specify the prepayment date, the portion of the principal amount of the Loans to be prepaid and whether such prepayment shall be applied to Construction Loans or Term Loans and/or Working Capital Loans. All prepayments under this Section 3.09 shall be made by the Borrowers to the Administrative Agent for the account of the applicable Lenders and shall be accompanied by telephone accrued interest on the principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (confirmed by e-mailFunding Losses). (d) Amounts of any prepayment hereunder principal prepaid under this Section 3.09 shall: (i) in the case of prepayment of a Eurodollar Borrowingprepayments on the Construction Loans, not later than 11:00 a.m., three Business Days before 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 prepaymentsuch 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 prepayment of an ABR Borrowingpartial prepayments on the Term Loans, not later than 11:00 a.m., one Business Day before 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 prepayment. Each such notice 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 irrevocable 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 specify the prepayment date and be made at one hundred two percent (102%) of the principal amount of each Borrowing or portion thereof to be prepaidthe Tranche B Loans being prepaid at such time; provided that if a notice of prepayment is given in connection with a conditional notice of termination (ii) after the first anniversary 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, Conversion Date and until the Administrative Agent shall advise the Lenders second anniversary of the contents thereof. Each partial 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 any Borrowing shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, 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 the Term Tranche B Loans shall be applied made without penalty or premium. (f) Amounts prepaid pursuant to regular installments of principal due under the Term Loans in inverse order of maturitythis Section 3.09 (other than pursuant to Section 3.09(d)(iii)(A)) may not be reborrowed.

Optional Prepayment. The Borrowers (a) Subject to payment of any applicable premium as set forth in paragraph (b) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of ABR Loans, to the Administrative Agent before 1:00 p.m., New York City time; provided, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Any prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before Loans made pursuant to Section 2.12(a) prior to the date first anniversary of prepayment. Each such notice the Closing Date shall be irrevocable and made together with a prepayment premium in an amount equal to 1.0% of the aggregate principal amount being prepaid. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Loan Commitments repayment as contemplated by Section 2.62.09, then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.62.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing All prepayments under this Section 2.12 shall be in an aggregate amount that is an integral multiple of, subject to Section 2.16 and not less than, $1,000,000, or, if less, the entire amount of such Borrowingany premium required by paragraph (b) above but otherwise without premium or penalty. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of prepayment of an ABR BorrowingLoans, not later than to the Administrative Agent before 11:00 a.m., one Business Day before the date of prepayment. Each such notice New York City time; provided, however, that each partial prepayment shall be irrevocable in an amount that is an integral multiple of $1,000,000 and not less than $3,000,000. (b) Optional prepayments of Term Loans shall be applied as directed by the Borrower, and if no such direction is provided, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11, provided that no prepayment of the Extended Term Loans shall be made pursuant to this Section unless the remaining Non-Extended Term Loans, if any, shall be prepaid at least ratably. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that if a notice of prepayment may state that such notice is given 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 a conditional notice of the termination or permanent reduction 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 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, and not less than, $1,000,000, 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 Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers 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 Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. by the Borrower (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingEurocurrency Rate Loans, not later than 11:00 a.m., three Business Days before or written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) on the date of prepayment, (ii) prepayment in the case of prepayment of an ABR BorrowingLoans and Canadian Prime Rate Loans, 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 shall advise the Lenders of the contents thereof. Each before 12:00 p.m.; provided, however, that (i) each partial prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple ofnot less than the Minimum Applicable Borrowing Amount, and (ii) optional prepayments of Bankers’ Acceptance Loans may not less than, $1,000,000, or, if less, the entire amount of such Borrowing. Each prepayment of a Borrowing shall be applied ratably made prior to the Loans included in maturity date of the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10. respective underlying Bankers’ Acceptance. (b) (i) Optional prepayments of the Term Loans shall be applied (x) to regular one or more Classes of Term Loans as elected by the Borrower and (y) against the remaining scheduled installments of principal due under in respect of the applicable prepaid Class of Term Loans under Section 2.11 in inverse the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity; provided, however, that optional prepayments of the Designated Term Loans shall be applied not less than ratably among each Class of Designated Term Loans; provided, further, that (1) any Class of Term Loans with an earlier Term Loan Maturity Date may be optionally prepaid prior to the prepayment of any other Class of Term Loans with a later Term Loan Maturity Date, (2) no Excluded Term Loans shall be prepaid under this Section 2.12(b) unless and until all Designated Term Loans shall have been paid in full, (3) the Borrower may elect to prepay any newly created Class of Other Term Loans provided pursuant to a Refinancing Amendment substantially concurrently with the implementation of such Class of Other Term Loans pursuant to Section 2.28 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 case may be.

Optional Prepayment. The Borrowers shall have Subject to repayment in full of any Senior Indebtedness, the right Company may prepay (each, an “Optional Prepayment”) the Note in whole or in part at any time and or from time to time by paying the Holder in cash by wire transaction of immediately available funds equal to prepay 100% of the Note Amount being prepaid provided plus any Borrowing in whole or in partinterest then accrued thereon. The Company may exercise its right to require Optional Prepayment under this Section 8 by delivering a written notice thereof by electronic mail and overnight courier to the Holder and all, subject but not less than all, of the holders of the Other Notes (an “Optional Prepayment Notice” and the date all of the holders of the Notes received such notice is referred to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. as the “Optional Prepayment Notice Date”). Each Optional Prepayment Notice shall be irrevocable. Each Optional Prepayment Notice shall (i) The Borrowers state the date on which the Optional Prepayment shall notify occur (the Administrative Agent by telephone “Optional Prepayment Date”), which date shall not be less than two (confirmed by e-mail2) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before following the date of prepaymentapplicable Optional Prepayment Notice Date, and (ii) state the aggregate Note Amount of the Notes which the Company has elected to be subject to Optional Prepayment from the Holder and all of the other holders of the Other Notes pursuant to this Section 8 (and analogous provisions under the Other Notes) on the related Optional Prepayment Date. If the Company elects to cause an Optional Prepayment pursuant to this Section 8, then it must simultaneously take the same action in the case of prepayment of an ABR Borrowing, 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 same proportion 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 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, and not less than, $1,000,000, or, if less, the entire amount of such Borrowing. Each prepayment of a Borrowing shall be applied ratably respect 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityOther Notes.

Optional Prepayment. The Borrowers (i) 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 Borrowing Incremental Loans, only to the extent agreed pursuant to Section 2.23(d)(iv)) on a pro rata basis), in whole or in part, subject at 100% of the principal amount so prepaid, plus, with respect to prior notice 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 accordance with Section 2.8(a)(i) 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 subject to Section 2.13not 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). (iii) The Borrowers Borrower shall notify have the right at any time and from time to time to prepay all or any portion of Revolving Loans or other Obligations (other than the Term Loans, which are covered by Section 2.10(a)(i) above), without premium or penalty; provided, however, that (x) each partial prepayment of the Revolving Loans shall be in an amount that is an integral multiple of $50,000 and not less than $100,000 (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 by telephone (confirmed by e-mail) one Business Day’s prior written notice of any prepayment hereunder (i) in the case 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) The Borrower will give at least 3 Business Days’ prior written notice of each optional prepayment of the Term Loans under this Section 2.10 to the Administrative Agent. Each such notice shall specify the prepayment date, the aggregate principal amount of the Term Loans to be prepaid on such date, and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and, solely to the extent any such prepayment is made prior to the third anniversary of the Closing Date, shall be accompanied by a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before certificate of a Financial Officer of the Borrower as to the estimated Applicable Prepayment Premium due in connection with such prepayment (calculated as if the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before such notice were the date of the prepayment), setting forth the details of such computation. Each such Such notice shall be irrevocable and shall specify commit the prepayment Borrower to prepay the Term Loans by the amount stated therein on the date and the principal amount of each Borrowing or portion thereof to be prepaidstated therein; 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 contingent on the satisfaction of certain conditions set forth therein, and such notice of termination is shall be deemed revoked or extended if the conditions set forth therein are not satisfied within the time periods set forth in accordance with Section 2.6. Promptly following receipt of any such notice relating to a Borrowing, for the Administrative Agent shall advise satisfaction thereof (or are waived in writing by the Lenders of the contents thereofBorrower). Each partial prepayment of any Borrowing All prepayments under this Section 2.10 shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire amount of such Borrowingsubject to Section 2.13. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 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 required by agreed pursuant to Section 2.10. Optional prepayments 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 shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityfull.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to 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 in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) on the same Business 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 $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 as specified by the Borrower and applied against the remaining scheduled installments of principal due in respect of such Term Loans under Section 2.11 as directed by the Borrower (or, in the absence of such direction, in direct order of maturity). (c) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Term Loans, Holdings, the Borrower or any Restricted Subsidiary may repurchase outstanding Term Loans through Dutch auctions open to all Lenders holding Term Loans and/or open market purchases pursuant to this Section 2.12(c) on the following basis: (i) Holdings, the Borrower or any Restricted Subsidiary may conduct one or more Dutch auctions in compliance with the terms and conditions set forth in this Section 2.12(c)(i) (each such Dutch auction, an “Auction”) to repurchase all or any portion of the Term Loans: (A) To commence any Auction, Holdings, the Borrower or the relevant Restricted Subsidiary shall provide written notice to the Administrative Agent (for distribution to the Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 with minimum increments of $1,000,000 (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (B) In connection with any Auction, each Term Lender may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a 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 Eurodollar Borrowing, not Qualifying Bid as soon as reasonably practicable but in no case later than 11:00 a.m., three five Business Days before from the date the Return Bid was due; (D) Once initiated by an Auction Notice, Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable; and (E) The repurchases by Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, of Term Loans in an Auction pursuant to this Section 2.12(c) (i) 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 prepaymententry 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. (d) Each notice of prepayment shall specify (i) the prepayment date, (ii) in the case principal amount of each Borrowing (or portion thereof) to be prepaid and (iii) the Class of Loans to be prepaid and the scheduled installment or installments of principal to which such prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepaymentis to be applied. Each such notice shall be irrevocable and shall specify commit the prepayment Borrower to prepay such Borrowing by the amount stated therein on the date and the principal amount of each Borrowing or portion thereof to be prepaidstated therein; provided provided, however, 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 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 or extended if such by the Borrower (by 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 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 advise apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 and other than prepayments of ABR Revolving Loans that are not made in connection with the Lenders termination or permanent reduction of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple ofRevolving Credit Commitments, and not less than, $1,000,000, 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 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 extent required by Section 2.10. Optional prepayments 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 applied paid by the Borrower to regular installments the Administrative Agent, for the account of principal due under 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 inverse order each case of maturityclauses (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. The Borrowers shall have At its option, Borrower may prepay all or a portion of the right outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: with respect to each Advance, if such Advance amounts are prepaid in any of the first twelve (12) months following the Closing Date, 2.00%; after twelve (12) months but on or prior to twenty four (24) months following the Closing Date, 1.00%; and thereafter, at any time and from time on or prior to time 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 prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify be the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) date set forth in the case second proviso of the definition of Term Loan Maturity Date), 0.50% (each, a “Prepayment Charge”); provided that each prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 in a minimum 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 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, and not less than, $1,000,000, 5,000,000 or, if less, the entire 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 determined by applying the amount of such Borrowingprepayment in the following order: first, to the outstanding 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. Each ▇▇▇▇▇▇▇▇ 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 Borrowing Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Advances prior to the Term Loan Maturity Date. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityimmediately succeeding Business Day.

Optional Prepayment. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by upon at least three Business Days' prior written or fax notice (or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or (ii) written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of ABR Loans, in each case to the Administrative Agent before 12:00 noon (Toronto time) on the relevant date; provided, however, that each partial prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice shall be irrevocable in an amount that is an integral multiple of $1,000,000 and in a minimum amount of $2,000,000. (b) Optional prepayments of Loans shall be applied first, in the order of maturity of the installments of principal in respect of the Term Loans scheduled to be paid within 12 months after such optional prepayment, second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans (including amounts due on the Term Maturity Date) and third, against any Revolving Credit Loans then 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 and the principal amount of each Borrowing (or portion thereof 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate irrevocable and shall commit the Borrowers to prepay such Borrowing by the amount that is an integral multiple ofstated therein on the date stated therein. All prepayments under this Section shall be subject to Section 2.16, but otherwise shall be without premium or penalty, and not less than, $1,000,000, 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 and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments 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 Term Loans Revolving Credit Commitments, the accrued and unpaid interest on the principal amount prepaid to but excluding the date of prepayment shall be applied payable on the next scheduled Interest Payment Date with respect to regular installments of principal due under the Term Loans in inverse order of maturitysuch ABR Revolving Loan or Swingline Loan.

Optional Prepayment. (a) The Borrowers shall have the right at any time and from time to time to Borrower may prepay any Borrowing this Installment Note in whole or in partpart for cash at 100% of the Principal Sum or portion thereof prepaid, subject to prior notice in accordance with Section 2.8(a)(iplus accrued but unpaid interest, if any, to, but not including, the prepayment date, plus the Breakage Amount (if any) and subject to Section 2.13. as follows: (i) The Borrowers at any time on or after October 1, 2023 (which date shall notify be modified as agreed by the Administrative Agent by telephone (confirmed by e-mailBorrower and Holder in connection with an extension pursuant to Section 2(b)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, or (ii) at any time in the case event MeadWestvaco Corporation or one of prepayment its 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 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 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 ABR BorrowingEligible Assignee serves as agent or trustee) to which this Installment Note has been pledged (an “Optional Prepayment Event”), the Borrower may prepay this Installment Note in whole but not later than 11:00 a.m.in part for cash at 100% of the Principal Sum, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify plus accrued but unpaid interest, if any, to, but not including, the prepayment date and date, plus the principal amount of each Borrowing or portion thereof Breakage Amount (if any); provided, however, that the Borrower’s right to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of prepay the Revolving Loan Commitments as contemplated by Section 2.6Note pursuant to this paragraph 4(b) shall terminate upon the 181st day after an Optional Prepayment Event shall have occurred. The Borrower shall not otherwise have the right to prepay this Installment Note unless Holder shall have granted its prior written consent, then such notice of prepayment which consent may be revoked given 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitywithheld at ▇▇▇▇▇▇’s sole discretion.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) 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 of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice shall be irrevocable in an amount that is an integral multiple of $250,000 and not less than $1,000,000. (b) Optional prepayments of Term Loans shall be applied, first, pro rata against the four next scheduled installments of principal due in respect of the Term Loans under Section 2.11 until such installments have been repaid in full and, second, pro rata against 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 and date, the principal amount of each Borrowing (or portion thereof thereof) to be prepaidprepaid and the Class of Loans to be repaid, shall be irrevocable 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 a notice 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 prepayment is given ABR Revolving Loans that are not made in connection with a conditional notice of the termination or permanent reduction 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 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, and not less than, $1,000,000, 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 Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers 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, subject upon at least three Business Days' prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to prior notice the Administrative Agent before 11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in accordance with Section 2.8(a)(i) an amount that is an integral multiple of $1,000,000 and subject not less than $10,000,000. The Borrower shall not have the right to Section 2.13prepay any Competitive Borrowing. (b) In the event of any termination of the Commitments, the Borrower shall repay or prepay all its outstanding Revolving Credit Borrowings on the date of such termination. In the event of any partial reduction of the Commitments, then (i) The Borrowers at or prior to the effective date of such reduction, the Administrative Agent shall notify the Administrative Agent by telephone Borrower and the Lenders of the Aggregate Revolving Credit Exposure and (confirmed by e-mailii) of any prepayment hereunder (i) in if the case of prepayment of a Eurodollar BorrowingAggregate Revolving Credit Exposure would exceed the available Total Commitment after giving effect to such reduction, not later than 11:00 a.m.the Borrower shall, three Business Days before on the date of prepaymentsuch reduction, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such excess. (iic) in the case Each notice of prepayment of an ABR Borrowing, 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 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate irrevocable and shall commit the Borrower to prepay such Borrowing by the amount that is an integral multiple of, and not less than, $1,000,000, or, if less, stated therein on the entire amount of such Borrowingdate stated therein. Each prepayment of a Borrowing All prepayments under this Section 2.12 shall be applied ratably subject to the Section 2.16 but otherwise without premium or penalty. All prepayments of Eurodollar Loans included in the prepaid Borrowing. Prepayments under this Section 2.12 shall be accompanied by accrued interest on the principal amount being prepaid to the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers shall have the right at any time and from time to time to Borrower may prepay any Borrowing this Installment Note in whole or in partpart for cash at 100% of the Principal Sum or portion thereof prepaid, subject to prior notice in accordance with Section 2.8(a)(iplus accrued but unpaid interest, if any, to, but not including, the prepayment date, plus the Breakage Amount (if any) and subject to Section 2.13. as follows: (i) The Borrowers at any time on or after October 1, 2023 (which date shall notify be modified as agreed by the Administrative Agent by telephone (confirmed by e-mailBorrower and Holder in connection with an extension pursuant to Section 2(b)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, or (ii) at any time in the case event MeadWestvaco Corporation or one of prepayment its 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 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 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 ABR BorrowingEligible Assignee serves as agent or trustee) to which this Installment Note has been pledged (an “Optional Prepayment Event”), the Borrower may prepay this Installment Note in whole but not later than 11:00 a.m.in part for cash at 100% of the Principal Sum, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify plus accrued but unpaid interest, if any, to, but not including, the prepayment date and date, plus the principal amount of each Borrowing or portion thereof Breakage Amount (if any); provided, however, that the Borrower’s right to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of prepay the Revolving Loan Commitments as contemplated by Section 2.6Note pursuant to this paragraph 4(b) shall terminate upon the 181st day after an Optional Prepayment Event shall have occurred. The Borrower shall not otherwise have the right to prepay this Installment Note unless Holder shall have granted its prior written consent, then such notice of prepayment which consent may be revoked given 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitywithheld at Holder’s sole discretion.

Optional Prepayment. (a) The Borrowers Borrower shall have the right to prepay the Commercial Bank Loans on not less than five (5) Business Days’ prior written notice to the Commercial Banks Facility Agent at any time and from time to time to prepay any Borrowing following the end of the Availability Period, as provided in whole or in partSection 3.2 (Voluntary Prepayment of Secured Debt) of the Common Terms Agreement, subject to prior notice the terms and conditions of Section 3 (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 not less than the amount specified in Section 3.2 (Voluntary Prepayment of Secured Debt) of the Common 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 2.8(a)(i3.08(d). Each notice of optional prepayment will be irrevocable, except that a notice of prepayment given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities and/or the issuance of other debt, in which case such notice may be revoked by the Borrower (by notice to the Commercial Banks Facility Agent on or prior to the specified effective date) if such condition is not satisfied. The Borrower shall pay any Break Costs incurred by any Credit Agreement Secured Party as a result of such notice and subject revocation. (d) With respect to each prepayment to be made pursuant to this Section 3.08, on the date specified in the notice of prepayment delivered pursuant to Section 2.13.3.08(a), the Borrower shall pay to the Commercial Banks Facility Agent the sum of the following amounts: (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in principal of, and accrued but unpaid interest on, the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, Commercial Bank Loans to be prepaid; (ii) in the case of prepayment of an ABR Borrowing, 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 any additional amounts required to be prepaidpaid under Section 4.05 (Funding Losses); provided that if a notice of prepayment is given and (iii) any other Obligations due to the respective Commercial Bank Lenders in connection with a conditional notice of termination of any prepayment under 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 Financing Documents. (e) Amounts of any such notice relating Commercial Bank Loans prepaid pursuant to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall this Section 3.08 may not be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityreborrowed.

Optional Prepayment. The Borrowers 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 (3) 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 time, upon twenty (20) Trading Days prior written notice to Holder, prepay all or any Borrowing portion of the Principal outstanding under this Note in whole or in part, subject cash at a price equal to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. the sum of (i) The Borrowers shall notify an amount equal to (x) 107.5% of such Principal if the Administrative Agent by telephone Prepayment Date occurs on or after August 11, 2011 but prior to August 11, 2012, (confirmed by e-maily) 103.75% of any prepayment hereunder such Principal if the Prepayment Date occurs on or after August 11, 2012 but prior to August 11, 2013, or (iz) in 100% of such Principal if the case of prepayment of a Eurodollar BorrowingPrepayment Date occurs on or after August 11, not later than 11:00 a.m., three Business Days before the date of prepayment, 2013 plus (ii) in an amount equal to the case of Interest Amount with respect to such prepaid Principal through and including the Prepayment Date. Any optional prepayment of an ABR Borrowing, 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 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, and not less than, $1,000,000, 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 this Note shall be accompanied by accrued interest to an optional prepayment of each Other Note then outstanding on a pro rata basis in accordance with the extent required by Section 2.10. Optional prepayments respective unpaid principal amounts thereof at the time of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitysuch 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 Borrowers shall have Issuer may prepay the right at Notes in accordance with this Section 3.5 on any time and from time to time to Payment Date. (a) The Issuer may, upon notice as provided in Section 3.5(b), prepay any Borrowing all of the Notes in whole or in part, subject in multiples of One Million Dollars ($1,000,000), together with all interest accrued on the amount so prepaid plus the Make-Whole Amount, if any, determined for the prepayment date with respect to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13such principal amount. (ib) The Borrowers shall notify the Administrative Agent by telephone Issuer will give (confirmed by e-mailor cause to be given) notice of any optional prepayment hereunder 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 prepayment of a Eurodollar Borrowingpartial prepayments, not later than 11:00 a.m., three Business Days before and (iv) the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice shall interest to be irrevocable and shall specify paid on the prepayment date and the with respect to such 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 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, being prepaid and not less than, $1,000,000, 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 a certificate of a Responsible Officer as to the estimated Make-Whole Amount, if any, 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 prepayment, the Issuer shall deliver to the Trustee and each holder of Notes a certificate of a Responsible Officer specifying in reasonable detail the calculation of such Make-Whole Amount as of the specified 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) Upon any partial prepayment of the Notes, the principal amount so prepaid shall be allocated to all Notes at the time Outstanding in proportion to the extent required by Section 2.10. Optional prepayments respective outstanding principal amounts thereof, with adjustments to avoid fractions of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityone dollar ($1).

Optional Prepayment. The Borrowers shall have Upon thirty days prior written notice to Lender, Borrower may prepay the right at Note, IN FULL ONLY, on any time and from time to time to prepay any Borrowing in whole or in partscheduled Installment Date following the scheduled date of the twenty-fourth installment payable thereunder, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. by paying (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in entire remaining principal balance outstanding under the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before Note on the date of prepayment, (ii) in all accrued interest and other charges and amounts owing under the case of prepayment of an ABR BorrowingNote, not later than 11:00 a.m., one Business Day before this Agreement and any other Loan Document through the date of prepayment. Each such notice shall be irrevocable , and shall specify (iii) a prepayment premium (the prepayment date "Prepayment Premium") equal to (A) one and 50/100 percent (1.50%) of the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment is given prepaid in connection with a conditional notice of termination any prepayment made following the scheduled date of the Revolving Loan Commitments as contemplated by Section 2.6, then such notice of prepayment may be revoked twenty­ fourth (24th) installment but on 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 prior to a Borrowing, the Administrative Agent shall advise the Lenders scheduled date of the contents thereof. Each partial thirty-sixth (36th) installment payable under the Note, (B) one percent (1%) of the principal amount prepaid in connection with any prepayment made following the scheduled date of any Borrowing shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire amount of such Borrowing. Each prepayment of a Borrowing shall be applied ratably thirty-sixth (36th) installment but on or prior to the Loans included scheduled date of the forty-eighth (48th) installment payable under the Note; (C) 50/ l 00 percent (0.50%) of the principal amount prepaid in connection with any prepayment made following the prepaid Borrowing. Prepayments shall be accompanied by accrued interest scheduled date of the forty-eighth (48th) installment but on or prior to the extent required by Section 2.10. Optional prepayments scheduled date of seventy-second (7200) installment payable under the Note; and (D) 25/100 percent (0.25%) of the Term Loans shall be applied principal amount prepaid in connection with any prepayment made following the scheduled date of the seventy-second (72nd) installment but prior to regular installments the scheduled date of principal due eighty­ fourth (84th) installment payable under the Term Loans in inverse order of maturityNote. 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 Borrowers 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, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify until the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 expiration 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityAvailability Period.

Optional Prepayment. (a) The Borrowers 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 Borrowing, in whole or in part, subject 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 SOFR Loans, 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 two Business Days’ prior 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 prior notice the Administrative Agent before 12:00 p.m. on such date; provided, however, that (A) each partial prepayment shall be in accordance with Section 2.8(a)(ian amount that not less than the Minimum Applicable Borrowing Amount and (B) and subject the Administrative Agent may agree to Section 2.13extend any deadline set forth in this clause (a). (i) The Borrowers Optional prepayments of Term Loans shall notify be applied (x) to one or more Classes of Term Loans as elected by the Administrative Agent by telephone Borrower and (confirmed by e-maily) against the remaining scheduled installments of any prepayment hereunder (i) principal due in respect of the applicable prepaid Class of Term Loans under Section 2.11 in the case of prepayment of a Eurodollar Borrowingmanner specified by the Borrower or, if not later than 11:00 a.m., three Business Days before so specified on or prior to the date of such optional prepayment, in direct order of maturity. (ii) in Optional prepayments of Revolving Loans shall be applied ratably among one or more Classes of Revolving Loans as elected by the case Borrower. (c) Each notice of prepayment of an ABR Borrowing, 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 thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided 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 any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of prepayment other financing arrangements or other transactions or events, in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent) if such notice of termination condition is revoked or extended in accordance with not satisfied. All prepayments under this Section 2.6. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing 2.12 shall be in an aggregate amount that is an integral multiple ofsubject to Section 2.05(d) and Section 2.17, as applicable, but otherwise without premium or penalty. All SOFR Loan, EURIBOR Loan, ▇▇▇▇▇ Loan and not less than, $1,000,000, 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 ▇▇▇▇▇ Loan prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three U.S. Government Securities Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of SOFR Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) on the day of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice shall be irrevocable in an amount that is an integral multiple of $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 Loans shall be allocated between the Loans of each Class as directed by the Borrower. (c) Each notice of prepayment shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing (or portion thereof thereof) to be prepaidprepaid and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided 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 Loans that if a notice of prepayment is given are not made in connection with a conditional notice of the termination or permanent reduction 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 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, and not less than, $1,000,000, 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 Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers Borrower shall have the right to prepay the KEXIM Direct Facility Loans on not less than five (5) Business Days’ prior written notice to KEXIM and the KEXIM Facility Agent at any time and from time to time to prepay any Borrowing following the end of the Availability Period, as provided in whole or in partSection 3.2 (Voluntary Prepayment of Secured Debt) of the Common Terms Agreement, subject to prior notice the terms and conditions of Section 3 (Repayment and Prepayments) of the Common Terms Agreement. (b) Any partial prepayment of the KEXIM Direct Facility Loans under this Section 3.07 shall be in an amount that is not less than the amount specified in Section 3.2 (Voluntary Prepayment of Secured Debt) of the Common 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 and shall be applied by the KEXIM Facility Agent in accordance with Section 2.8(a)(i3.07(d). Each notice of optional prepayment will be irrevocable, except that a notice of prepayment given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities and/or the issuance of other debt, in which case such notice may be revoked by the Borrower (by notice to KEXIM and the KEXIM Facility Agent on or prior to the specified effective date) if such condition is not satisfied. The Borrower shall pay any Break Costs incurred by any KEXIM Direct Facility Secured Party as a result of such notice and subject revocation. (d) With respect to each prepayment to be made pursuant to this Section 3.07, on the date specified in the notice of prepayment delivered pursuant to Section 2.13.3.07(a), the Borrower shall pay to the KEXIM Facility Agent the sum of the following amounts: (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in principal of, and accrued but unpaid interest on, the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, KEXIM Direct Facility Loans to be prepaid; (ii) in the case of prepayment of an ABR Borrowing, 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 any additional amounts required to be prepaidpaid under Section 4.05 (Funding Losses); provided that if a notice of prepayment is given and (iii) any other Obligations due to KEXIM in connection with a conditional notice of termination of any prepayment under 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 Financing Documents. (e) Amounts of any such notice relating KEXIM Direct Facility Loans prepaid pursuant to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall this Section 3.07 may not be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityreborrowed.

Optional Prepayment. (a) The Borrowers 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 Borrowing, in whole or in part, subject 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 SOFR Loans, or (ii) 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, in each case to prior notice the Administrative Agent before 12:00 p.m. on such date; provided, however, that (A) each partial prepayment shall be in accordance with Section 2.8(a)(ian amount not less than the Minimum Applicable Borrowing Amount and (B) and subject the Administrative Agent may agree to Section 2.13extend any deadline set forth in this clause (a). (i) The Borrowers Optional prepayments of Term Loans shall notify be applied (x) to one or more Classes of Term Loans as elected by the Administrative Agent by telephone Borrower and (confirmed by e-maily) against the remaining scheduled installments of any prepayment hereunder (i) principal due in respect of the applicable prepaid Class of Term Loans under Section 2.11 in the case of prepayment of a Eurodollar Borrowingmanner specified by the Borrower or, if not later than 11:00 a.m., three Business Days before so specified on or prior to the date of such optional prepayment, in direct order of maturity. (ii) in Optional prepayments of Revolving Loans shall be applied ratably among one or more Classes of Revolving Loans as elected by the case Borrower. (c) Each notice of prepayment of an ABR Borrowing, 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 thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided 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 any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of prepayment other financing arrangements or other transactions or events, in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent) if such notice of termination condition is revoked or extended in accordance with not satisfied. All prepayments under this Section 2.6. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing 2.12 shall be in an aggregate amount that is an integral multiple ofsubject to Section 2.05(d) and Section 2.17, and not less thanas applicable, $1,000,000, or, if less, the entire amount of such Borrowingbut otherwise without premium or penalty. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All SOFR Loan prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers 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 (but subject to Section 2.15) subject to prior notice in accordance with Section 2.8(a)(iparagraph (b) and subject to Section 2.13of this Section. (ib) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by e-mailtelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m.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 11:00 a.m.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; provided that if that, a notice of prepayment delivered by the Borrower may state that such notice is given conditioned upon the effectiveness of other credit facilities, in connection with a conditional notice of termination of the Revolving Loan Commitments as contemplated by Section 2.6, then which case such notice of prepayment may be revoked by the Borrower (by notice to the Agent on or extended prior to the specified effective date) if such notice of termination condition is revoked or extended in accordance with not satisfied (subject to Section 2.62.15). Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate amount that is would be permitted in the case of an integral multiple of, and not less than, $1,000,000, or, if less, advance of a Borrowing of the entire amount of such Borrowingsame Type as provided in Section 2.02. 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturity2.12.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) 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 of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice shall be irrevocable in an amount that is an integral multiple of $250,000 and not less than $1,000,000. (b) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; 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 any such notice may state that it is conditioned on the effectiveness of prepayment other credit facilities, in which case such notice may be revoked or extended if such by the Borrower (by 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 shall advise on or before the Lenders of the contents thereofspecified effective date) if such condition is not satisfied. Each partial prepayment of any Borrowing All prepayments under this Section 2.12 shall be in an aggregate amount that is an integral multiple of, subject to Section 2.05(b) and not less than, $1,000,000, or, if less, the entire amount of such BorrowingSection 2.16 but otherwise without premium or penalty. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of prepayment of an ABR BorrowingLoans, not later than to the Administrative Agent before 11:00 a.m., one Business Day before the date of prepayment. Each such notice New York City time; provided, however, that each partial prepayment shall be irrevocable in an amount that is an integral multiple of $1,000,000 and not less than $3,000,000. (b) Optional prepayments of Term Loans shall be applied as directed by the Borrower, and if no such direction is provided, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that if a notice of prepayment may state that such notice is given 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 a conditional notice of the termination or permanent reduction 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 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, and not less than, $1,000,000, 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 Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers shall have Borrower may prepay the right outstanding principal amount (together with accrued Interest) on the Notes as follows: (a) The Borrower may, at its option, at any time and from time upon notice given to time to prepay any Borrowing Agent as provided in whole or in partSection 10.01(b), subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each unless such notice shall be irrevocable and shall specify is waived by the prepayment date and Required Lenders, prepay all or any portion of 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 any of the Revolving Loan Commitments Notes, by payment to the Lenders, of an amount equal to the redemption prices (the “Optional Redemption Prices”) set forth below (expressed 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 shall advise the Lenders percentage of the contents thereof. Each partial prepayment outstanding principal amount being prepaid, from time to time) together with Interest accrued and unpaid on the principal amount of any Borrowing 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 counsel), if any, associated with such prepayment; provided, however, that each payment of less than the full outstanding balance of the principal amount of the Notes shall be in an aggregate amount of not less than $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) The Borrower shall give written notice of 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 given in the 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 is an integral multiple ofit 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 not less than, $1,000,000, or, if less, the entire costs and expenses referred to in Section 10.01(a). (c) Any optional prepayment under this Section 10.01 shall include payment of accrued Interest on the principal amount of such Borrowing. Each prepayment of a Borrowing the Notes so prepaid and shall be applied ratably 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 Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityamount.

Optional Prepayment. (a) The Borrowers Borrower shall have the right to prepay the KEXIM Covered Facility Loans on not less than five (5) Business Days’ prior written notice to KEXIM and the KEXIM Facility Agent at any time and from time to time to prepay any Borrowing following the end of the Availability Period, as provided in whole or in partSection 3.2 (Voluntary Prepayment of Secured Debt) of the Common Terms Agreement, subject to prior notice the terms and conditions of Section 3 (Repayment and Prepayments) of the Common Terms Agreement. (b) Any partial prepayment of the KEXIM Covered Facility Loans under this Section 3.07 shall be in an amount that is not less than the amount specified in Section 3.2 (Voluntary Prepayment of Secured Debt) of the Common 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 2.8(a)(i3.07(d). Each notice of optional prepayment will be irrevocable, except that a notice of prepayment given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities and/or the issuance of other debt, in which case such notice may be revoked by the Borrower (by notice to KEXIM and the KEXIM Facility Agent on or prior to the specified effective date) if such condition is not satisfied. The Borrower shall pay any Break Costs incurred by any KEXIM Covered Facility Secured Party as a result of such notice and subject revocation. (d) With respect to each prepayment to be made pursuant to this Section 3.07, on the date specified in the notice of prepayment delivered pursuant to Section 2.13.3.07(a), the Borrower shall pay to the KEXIM Facility Agent the sum of the following amounts: (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in principal of, and accrued but unpaid interest on, the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, KEXIM Covered Facility Loans to be prepaid; (ii) in the case of prepayment of an ABR Borrowing, 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 any additional amounts required to be prepaidpaid under Section 4.05 (Funding Losses); provided that if a notice of prepayment is given and (iii) any other Obligations due to the respective KEXIM Covered Facility Lenders in connection with a conditional notice of termination of any prepayment under 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 Financing Documents. (e) Amounts of any such notice relating KEXIM Covered Facility Loans prepaid pursuant to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall this Section 3.07 may not be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityreborrowed.

Optional Prepayment. The Borrowers shall have City may prepay the right at any time Outstanding Balance (and from time to time to prepay any Borrowing the corresponding unpaid Principal Components of the Installment Payments) in whole or in part (and, if in part, subject the amounts thereof to prior notice be prepaid shall be determined by the City; provided, however, that such prepayments shall be in accordance principal amounts of $250,000 or any integral multiple of $1.00 in excess thereof), at any time or from time to time, but not more than once annually, on an Installment Payment Date, by paying such portion of the Outstanding Balance (and the corresponding unpaid Principal Components of the Installment Payments) to be prepaid, together with Section 2.8(a)(ithe unpaid interest on the Outstanding Balance to be prepaid (and the corresponding Interest Components of the Installment Payments to be prepaid) and subject accrued to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of such prepayment, (ii) in without penalty or premium, and concurrently therewith the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before City shall pay all other Additional Payments then due and payable to the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date WIFIA Credit Provider 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 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, and not less than, $1,000,000, or, if less, the entire amount of such BorrowingAssignee. Each prepayment of a Borrowing Outstanding Balance (and the corresponding unpaid Principal Components of the Installment Payments) shall be applied ratably 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 Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest WIFIA Credit Provider not less than ten (10) days or more than thirty (30) days prior to the extent required 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 2.10. Optional prepayments of 9(b) to the Term Loans contrary notwithstanding, the failure by the City to make any optional prepayment shall be applied to regular installments of principal due not constitute a breach or default under this Agreement or the Term Loans in inverse order of maturityISA.

Optional Prepayment. (a) The Borrowers 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, subject to upon at least three Business Days’ prior written or telecopy notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or telecopy notice) in the case of Eurodollar Loans, or written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) on the day of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR BorrowingLoans, not later than to the Administrative Agent before 11:00 a.m., one Business Day before New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000. The Borrower shall not have the right to prepay any Competitive Borrowing. (b) Optional prepayments of Term Loans shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.12. (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 prepaymentsuch 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 such notice shall be irrevocable and of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid; provided , shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.13 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.13 (other than prepayment of an ABR Revolving Loan that if a notice of prepayment is given does not occur in connection with with, or as a conditional notice of result of, the reduction or 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 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, and not less than, $1,000,000, 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 Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers shall have At any time after nine months from the right date hereof, provided that the Registration Statement (hereinafter defined) is effective and available for sales of Registrable Securities (hereinafter defined) thereunder, the Company may at any time and from time hereafter prepay, without premium or penalty, all (but not less than all) of the outstanding principal amount of the Debentures (including, for this purpose, the Accrued Interest Debentures), together with interest accrued on such prepaid amount to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. the date of payment; provided (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by eaverage closing price of the Company's Common Stock on days the Common Stock traded during the 120-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before day period immediately preceding the date of prepaymentthe notice provided for in paragraph (c) hereinbelow shall have been not less than $5.00, and (ii) in the case closing price of prepayment the Common Stock for each of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the 30 trading days immediately preceding the date of prepayment. Each such notice shall be irrevocable and shall specify have been not less than $5.00, adjusted in each case for stock splits, stock dividends or other similar transactions affecting 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 price of the Revolving Loan Commitments as contemplated by Section 2.6, then Common Stock. All 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 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, and not less than, $1,000,000, or, if less, the entire amount of such Borrowing. Each prepayment of a Borrowing prepayments shall be applied ratably pro rata to all of the Debentures. At the option of the Holder, interest accrued on the prepaid amount to the Loans included in the prepaid Borrowing. Prepayments date of payment shall be accompanied paid either (a) in cash or (b) by accrued interest the issuance by the Company to the extent required 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 Section 2.10the Holder immediately thereafter. Optional prepayments Unless the Holder gives the Company not less than 10 days' prior written notice of the Term Loans exercise of such option, the Holder shall be applied deemed to regular installments have irrevocably elected to receive payment of principal due under the Term Loans such interest in inverse order cash. Any exercise or deemed exercise of maturitysuch option shall be binding on any subsequent Holder of this Debenture.

Optional Prepayment. The Borrowers (a) Prior to May 1, 2019, the Series 2014A Note shall have not be subject to optional prepayment. On and after May 1, 2019 and prior to May 1, 2024, the right Series 2014A Note may be prepaid, at the option of the City, from any time and from time to time to prepay any Borrowing moneys legally available therefor, upon notice as provided herein, in whole on any date, or in partpart on any Principal Payment Date, subject by paying to prior notice in accordance the Noteholder the principal amount of the Series 2014A Note to be prepaid, together with Section 2.8(a)(i) and subject the unpaid interest accrued on the amount of principal so prepaid to Section 2.13. the date of such prepayment, plus a prepayment premium equal to one-percent (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail1.00%) of any prepayment hereunder (i) the principal amount to be prepaid, plus, in the case of prepayment a partial prepayment, an administrative fee of $500. On and after May 1, 2024, the Series 2014A Note may be prepaid, at the option of the City, from any moneys legally available therefor, upon notice as provided herein, in whole on any date, or in part on any Principal Payment Date, by paying to the Noteholder the principal amount of the Series 2014A Note to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, plus, in the case of a Eurodollar Borrowingpartial prepayment, an administrative fee of $500, without any prepayment premium or penalty. (b) Any prepayment shall be made on such payment date as shall be specified by the City in a written notice provided to the Noteholder not later less than 11:00 a.m.ten (10) days prior thereto by first class mail. Notice having been given as aforesaid, three Business Days before the outstanding principal of the Series 2014A Note shall become due and payable on the date of prepayment stated in such notice, together with the interest accrued and unpaid to the date of prepayment on the principal amount then being paid. If on the date of prepayment moneys for the payment of the principal amount to be prepaid on the Series 2014A Note, together with the accrued interest to the date of prepayment on such principal amount, shall have been paid to the Noteholder as above provided, then from and after the date of prepayment, (ii) in interest on such prepaid principal amount of the case of prepayment of an ABR Borrowing, Series 2014A Note shall cease to accrue. If said money shall not later than 11:00 a.m., one Business Day before have been so paid on the date of prepayment, such principal amount of the Series 2014A Note shall continue to bear interest until payment thereof at the Interest Rate. (c) Any partial prepayment must be in a minimum principal amount of $150,000. Each such notice In the event any portion of the Series 2014A Note is optionally prepaid pursuant to this Section 3.02, the amount so prepaid shall be irrevocable and shall specify the prepayment date and applied as a credit against the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment is given due on the then latest scheduled Payment Date. The Noteholder shall make appropriate notations in connection with a conditional notice of termination of its records indicating 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 amount and date of any such notice relating prepayment and shall promptly transmit an acknowledgment to a Borrowing, the Administrative Agent shall advise City indicating the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire amount date 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityprepayment.

Optional Prepayment. The Borrowers shall have the right at any time and from time to time to Borrower may not, except as otherwise expressly provided in this Agreement, prepay any Borrowing Loan, in whole or in part, subject prior to the Designated Date. On or after the Designated Date, the Borrower may prepay all Loans in whole on any Business Day provided that (x) the Borrower provides not less than three Business Days’ prior irrevocable written notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent of the proposed prepayment date, and (y) the Borrower shall, concurrently with such prepayment, enter into such security arrangements as the Collateral Agent, in its reasonable discretion, deems acceptable to provide Acceptable Collateral in an amount equal to the Maximum Deferral Amount determined as of the date of such prepayment, and providing for periodic adjustment to reflect the Maximum Deferral Amount in effect from time to time, as security for the payment and performance by telephone (confirmed by e-mail) the Borrower of the GE Deferral Lease Obligations, which arrangements shall provide that such Acceptable Collateral shall remain in place for so long as the Subordinated Mortgages would have remained in place pursuant to the terms thereof in the absence of any prepayment hereunder (i) in of the case of Loans hereunder. If the Borrower elects to make a prepayment of a Eurodollar Borrowingpursuant to this Section 1.1(c), not later than 11:00 a.m.the Borrower shall pay to the Administrative Agent, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify on the prepayment date and specified in the Borrower’s notice delivered hereunder, the outstanding principal amount of each Borrowing or portion thereof to be prepaid; provided all Loans hereunder with all accrued and unpaid interest thereon, any LIBOR Breakage Costs, and all other amounts then due and payable under the Transaction Documents. For the avoidance of doubt, the Borrower and the Lenders mutually acknowledge and agree 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 no partial prepayments of any such notice relating to a BorrowingLoan, or of one Loan but not the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing other, shall be in an aggregate amount that is an integral multiple ofpermitted at any time, and not less than, $1,000,000, orexcept to the extent, if lessany, 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 permitted or required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturity1.1(d) below.

Optional Prepayment. The Borrowers shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder no later than (i) in the case of prepayment of a Eurodollar any Eurocurrency Borrowing, 11:00 a.m. not later less than 11:00 a.m., three (3) Business Days before the date of prior to any such prepayment, (ii) in the case of any prepayment of an ABR any Base Rate Borrowing, not later less than 11:00 a.m., one Business Day before prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving 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 Upon receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders promptly notify each affected Lender of the contents thereofthereof and of such Lender's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.15(d); provided, that if a Eurocurrency Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 2.22. Each partial prepayment of any Borrowing Loan (other than a Swingline Loan) shall be in an aggregate amount that is would be permitted in the case of an integral multiple of, and not less than, $1,000,000, or, if less, advance of a Revolving Borrowing of the entire amount of such Borrowingsame Type pursuant to Section 2.3. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid comprising such Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturity.

Optional Prepayment. The Borrowers shall have At any time prior to March 16, 2030 (six months prior to the right Fifty-sixth Series Stated Maturity) the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Fifty-sixth Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the Fifty-sixth Series written notice (by first class mail or such other method as may be agreed upon by the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or otherwise given not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, to each such registered owner at his, her or its last address appearing on the registry books. Each such notice shall specify the Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Fifty-sixth Series to be prepaid on such date, the principal amount of each bond held by such registered owner to be prepaid (determined in accordance with subsection (II) of this section), and the interest to be paid on the Settlement Date with respect to such principal amount being prepaid, and shall be accompanied by a certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such Settlement Date, the Company shall send to each registered owner of bonds of the Fifty-sixth Series (by first class mail or by such other method as may be agreed upon by the Company and such registered owner) a certificate signed by a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified Settlement Date. As promptly as practicable after the giving of the notice and the sending of the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. The Trustees shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the information set forth in any Borrowing such notice or certificate. At any time on or after March 16, 2030, the bonds of the Fifty-sixth series will be redeemable at the option of the Company, in whole or in part, subject on not less than 30 nor more than 60 days’ notice prior to prior notice in accordance with Section 2.8(a)(i) and subject the Settlement Date, at a redemption price equal to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) 100% of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 the bonds of the Fifty-sixth Series to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination redeemed, plus accrued and unpaid interest thereon to the Settlement Date. The bonds of the Revolving Loan Commitments as contemplated by Section 2.6, then such notice of prepayment may be revoked Fifty-sixth Series are not otherwise subject to voluntary 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityoptional prepayment.

Optional Prepayment. The Borrowers (a) Subject to paragraph (d) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of prepayment of an ABR BorrowingLoans, not later than to the Administrative Agent before 11:00 a.m., one Business Day before the date of prepayment. Each such notice New York City time; provided, however, that each partial prepayment shall be irrevocable in an amount that is an integral multiple of $1,000,000 and not less than $3,000,000. (b) Optional prepayments of Term Loans shall be applied as directed by the Borrower, and if no such direction is provided, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans to be prepaid under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that if a notice of prepayment may state that such notice is given 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, except as expressly provided in Section 2.12(d). All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with a conditional notice of the termination or permanent reduction 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 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, and not less than, $1,000,000, 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 Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) If, prior to the extent required by Section 2.10. Optional prepayments date that is six months after the Third Restatement Effective Date, (i) all or any portion of the 2021 Term D Loans or the 2017 Term E Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence of secured term loans and the Effective Yield of such secured term loan financing is less than the Effective Yield of the 2021 Term D Loans or the 2017 Term E Loans, as applicable, or (ii) a 2021 Term D Lender or 2017 Term E Lender must assign its 2021 Term D Loans or 2017 Term E Loans pursuant to Section 2.21 as a result of its failure to consent to an amendment that would reduce the Effective Yield then in effect with respect to such 2021 Term D Loans or 2017 Term E Loans, as applicable, then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the Borrower, in each case equal to 1.0% of the principal amount thereof; provided that this Section 2.12(d) shall be applied not apply to regular installments any prepayment of principal due under the 2021 Term D Loans or the 2017 Term E Loans upon the occurrence of a Change in inverse order of maturityControl.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject upon written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to prior notice the date of prepayment to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in accordance with Section 2.8(a)(i) an amount that is an integral multiple of $1,000,000 and subject to Section 2.13not less than $5,000,000. (ib) The Borrowers Optional prepayments of Loans at any time during the applicable periods set forth in this Section 2.12(b) shall notify be accompanied by a payment of a prepayment fee in an amount (expressed as a percentage of the Administrative Agent by telephone (confirmed by e-mailprincipal amount of the Loans to be repaid) of any prepayment hereunder equal to (i) in the case of 1.00%, if such prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before occurs on or prior to the date of prepaymentthat is six months after the Restatement Date, and (ii) 0.50%, if such prepayment occurs after the date that is six months after the Restatement Date, but on or prior to the first anniversary of the Restatement Date. (c) Optional prepayments of Loans shall be applied pro rata against the remaining scheduled installments of principal due in respect of the case Loans under Section 2.11. (d) Each notice of prepayment of an ABR Borrowing, 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 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate irrevocable and shall commit the Borrower to prepay such Borrowing by the amount that is an integral multiple of, and not less than, $1,000,000, or, if less, stated therein on the entire amount of such Borrowingdate stated therein. Each prepayment of a Borrowing All prepayments under this Section 2.12 shall be applied ratably subject to the Loans included Section 2.16 but otherwise without premium or penalty, except as provided in the prepaid BorrowingSection 2.12(b). Prepayments All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers shall have Issuer may prepay the right outstanding principal amount (together with accrued Interest) on the Note as follows: (a) The Issuer may, at its option, at any time upon notice given to Purchaser as provided in Section 10.01(b), prepay, by wire transfer of immediately available funds, all or any portion of the principal amount of the Note, together with Interest accrued and from time to time to prepay any Borrowing in whole or in partunpaid on the principal amount of the Note so prepaid through the date fixed for such prepayment, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. provided that (i) The Borrowers any such prepayment shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) be applied in the case inverse order of prepayment the maturity of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date principal amount of prepaymentthe Note, (ii) in Issuer shall pay to Purchaser an additional amount equal to (A) 3% of the case outstanding principal amount being prepaid if such prepayment is made during the first Loan Year, and (B) 2% of the outstanding principal amount then being prepaid if such prepayment is being made during the second Loan Year, and (iii) Issuer shall pay Purchaser all (A) Interest, including default interest, if any, (B) reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of an ABR Borrowingcounsel), not later if any, associated with such prepayment, and (C) all other costs, expenses and indemnities then payable under this Agreement; provided, however, that each payment of less than 11:00 a.m., one Business Day before the date full outstanding balance 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Note shall be in an aggregate amount that is an integral multiple of, and of not less than, than $1,000,000, or, if less, the entire amount 25,000 or integral multiples of such Borrowing$25,000 in excess thereof. Each Any optional prepayment of a Borrowing under this Section 10.01 shall be applied ratably 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 Loans included premium and principal amount. (a) The Issuer shall give written notice of prepayment of the Note pursuant to this Section 10.01 not less than 5 nor more than 30 Business Days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 10.01 shall be given in the prepaid Borrowing. Prepayments manner specified in Section 12.02 of this Agreement and shall be accompanied by accrued interest to specify the extent required by Section 2.10. Optional prepayments principal amount of the Term Loans shall Note to be applied prepaid. Upon notice of prepayment pursuant to regular installments of this Section 10.01 being given by the Issuer, the Issuer covenants and agrees that it will prepay, on the date therein fixed for prepayment, the principal due amount so called for prepayment, together will all other amounts required under Section 10.01(a), all in the Term Loans in inverse order of maturitymanner provided under Section 10.01(a).

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify written or fax Prepayment Notice by the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) Borrower in the case of prepayment of a Eurodollar BorrowingTerm Loans, not later than 11:00 a.m., three or written or fax Prepayment Notice by the Borrower at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:30 p.m.; provided, however, that each partial prepayment shall be in an aggregate amount of an ABR Borrowingnot less than the Minimum Threshold. (b) Optional prepayments of the Term Loans shall be applied against the remaining scheduled installments of principal due in respect of such Term Loans under Section 2.11 in the manner specified by the Borrower or, if not later than 11:00 a.m., one Business Day before so specified on or prior to the date of such optional prepayment, in direct order of maturity. Each such notice Optional prepayments of Term Loans and any Incremental Term Loans shall be irrevocable applied ratably among the outstanding Term Loans and Incremental Term Loans. (c) Each Prepayment Notice shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. (d) In the event that is an integral multiple of, and not less than, $1,000,000, 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 all or any portion of the Term Loans are repaid, prepaid (which shall be applied deemed for these purposes to regular installments include any assignments pursuant to Section 2.21(a)), replaced, repriced or effectively refinanced through (i) the incurrence of principal due under Indebtedness (other than pursuant to Section 2.13 (other than Sections 2.13(c) or (d)) or following acceleration of the Term Loans pursuant to Article VII) or (ii) any waiver, consent or amendment (including, without limitation, any Extension Amendment or Refinancing Amendment) the result of which would be the lowering of the effective interest cost or the weighted average yield of any of the Term Loans, in inverse order each case on or prior to the first anniversary of maturitythe Closing Date, such repayment, prepayment, replacement, repricing or refinancing shall be made at 101% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. Such applicable amount shall be due and payable on the date of such repayment, prepayment, replacement, repricing or effective refinancing (whether or not an Event of Default is occurring) and shall be a condition precedent to the effectiveness of any applicable amendment contemplated by, or transaction pursuant to, Sections 2.21(a), 2.23 or 2.24. (e) All repayments pursuant to this Section 2.12 shall be subject to Section 2.12(d) and Section 2.16, but shall otherwise be without premium or penalty.

Optional Prepayment. The Borrowers shall have At any time prior to January 15, 2044 (six months prior to the right Fifty-first Series Stated Maturity) the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Fifty-first Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the Fifty-first Series written notice (by first class mail or such other method as may be agreed upon by the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or otherwise given not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, to each such registered owner at his, her or its last address appearing on the registry books. Each such notice shall specify the Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Fifty-first Series to be prepaid on such date, the principal amount of each bond held by such registered owner to be prepaid (determined in accordance with subsection (II) of this section), and the interest to be paid on the Settlement Date with respect to such principal amount being prepaid, and shall be accompanied by a certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such Settlement Date, the Company shall send to each registered owner of bonds of the Fifty-first Series (by first class mail or by such other method as may be agreed upon by the Company and such registered owner) a certificate signed by a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified Settlement Date. As promptly as practicable after the giving of the notice and the sending of the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. The Trustees shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the information set forth in any Borrowing such notice or certificate. At any time on or after January 15, 2044, the bonds of the Fifty-first series will be redeemable at the option of the Company, in whole or in part, subject on not less than 30 nor more than 60 days’ notice prior to prior notice in accordance with Section 2.8(a)(i) and subject the Settlement Date, at a redemption price equal to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) 100% of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 the bonds of the Fifty-first Series to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination redeemed, plus accrued and unpaid interest thereon to the Settlement Date. The bonds of the Revolving Loan Commitments as contemplated by Section 2.6, then such notice of prepayment may be revoked Fifty-first Series are not otherwise subject to voluntary 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityoptional prepayment.

Optional Prepayment. The (a) Subject to paragraph (d) below, the Borrowers shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., upon at least three Business Days before the date of prepaymentDays’ prior written, fax or electronic mail notice (or telephone notice promptly confirmed by written, fax or electronic mail notice) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., upon at least one Business Day Day’s prior written, fax or electronic mail notice (or telephone notice promptly confirmed by written, fax or electronic mail notice), in each case to the Administrative Agent before the date of prepayment. Each such notice 1:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be irrevocable in an amount that is an integral multiple of the Borrowing Multiple and not less than the 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) [Intentionally omitted] (c) [Intentionally omitted] (d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided that if 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 given delivered. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty (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 a conditional notice of the termination or permanent reduction 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 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, and not less than, $1,000,000, 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 Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers shall have the right at any time and from time to time to Borrower may prepay any Borrowing this Installment Note in whole or in partpart for cash at 100% of the Principal Sum or portion thereof prepaid, subject to prior notice plus accrued but unpaid interest, if any, to, but not including, the prepayment date, plus the Breakage Amount (if any) as follows: (i) at any time on or after October 1, 2023 (which date shall be modified as agreed by the Borrower and Holder in accordance connection with Section 2.8(a)(i) and subject an extension pursuant to Section 2.132(b)) or (ii) at any time in the event WestRock Company or one of its 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 more Eligible Assignees). (ib) The Borrowers shall notify At any time during the Administrative Agent 180-day period following receipt by telephone the Borrower of notice from Holder that Holder intends to withhold its consent to any amendment or waiver of this Installment Note (confirmed including any amendment or waiver with respect to the covenants and the representations and warranties that have been incorporated by e-mailreference herein pursuant to Sections 1.01, 2.01 and 3.01 of Appendix A) that was requested by the Borrower and approved by any Eligible Assignees (or, as applicable, the requisite majority of any prepayment hereunder financing sources for whom an Eligible Assignee serves as agent or trustee) to which this Installment Note has been pledged (i) an “Optional Prepayment Event”), the Borrower may prepay this Installment Note in whole but not CHAR1\1807749v3 in part for cash at 100% of the case of prepayment of a Eurodollar BorrowingPrincipal Sum, plus accrued but unpaid interest, if any, to, but not later than 11:00 a.m.including, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 date, plus the principal amount of each Borrowing or portion thereof Breakage Amount (if any); provided, however, that the Borrower’s right to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of prepay this Installment Note pursuant to this paragraph 4(b) shall terminate upon the Revolving Loan Commitments as contemplated by Section 2.6181st day after an Optional Prepayment Event shall have occurred. The Borrower shall not otherwise have the right to prepay this Installment Note unless Holder shall have granted its prior written consent, then such notice of prepayment which consent may be revoked given 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitywithheld at Holder’s sole discretion.

Optional Prepayment. The Borrowers shall have At any time prior to January 27, 2033 (three months prior to the right Sixty-fourth Series Stated Maturity) the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Sixty-fourth Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the Sixty-fourth Series written notice (by first class mail or such other method as may be agreed upon by the Company and such registered owner) of each optional prepayment under this subsection (I) mailed or otherwise given not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, to each such registered owner at his, her or its last address appearing on the registry books. Each such notice shall specify the Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Sixty-fourth Series to be prepaid on such date, the principal amount of each bond held by such registered owner to be prepaid (determined in accordance with subsection (II) of this section), and the interest to be paid on the Settlement Date with respect to such principal amount being prepaid, and shall be accompanied by a certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such Settlement Date, the Company shall send to each registered owner of bonds of the Sixty-fourth Series (by first class mail or by such other method as may be agreed upon by the Company and such registered owner) a certificate signed by a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified Settlement Date. As promptly as practicable after the giving of the notice and the sending of the certificates provided in this subsection, the Company shall provide a copy of each to the Corporate Trustee. The Trustees shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the information set forth in any Borrowing such notice or certificate. At any time on or after January 27, 2033, the bonds of the Sixty-fourth Series will be redeemable at the option of the Company, in whole or in part, subject on not less than 30 nor more than 60 days’ notice prior to prior notice in accordance with Section 2.8(a)(i) and subject the Settlement Date, at a redemption price equal to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) 100% of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 the bonds of the Sixty-fourth Series to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination redeemed, plus accrued and unpaid interest thereon to the Settlement Date. The bonds of the Revolving Loan Commitments as contemplated by Section 2.6, then such notice of prepayment may be revoked Sixty-fourth Series are not otherwise subject to voluntary 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityoptional prepayment.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject upon written or telecopy notice (or telephonic notice promptly confirmed by written or telecopy notice) delivered to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. the Administrative Agent before 11:00 a.m., New York City time, (i) The Borrowers shall notify at least three Business Days prior to the Administrative Agent by telephone (confirmed by e-mail) of any date designated for such prepayment hereunder (i) in the case of any prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, Borrowing or (ii) at least one Business Day prior to the date designated for such prepayment in the case of any prepayment of an ABR Borrowing; PROVIDED, HOWEVER, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not later less than 11:00 a.m.$5,000,000. (b) Optional prepayments of Term Loans shall be allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans and, one Business Day before at the option of the Borrower, (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 Sections 2.11(a)(i) and (ii), respectively, or (ii) FIRST, applied against the scheduled installments of principal, if any, of Tranche A Term Loans and Tranche B Term Loans due on any Term Loan Repayment Date occurring within six months of the date of prepayment. such prepayment and SECOND, 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 Sections 2.11(a)(i) and (ii), respectively. (c) Each such notice shall be irrevocable and of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid; 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate irrevocable and shall commit the Borrower to prepay such Borrowing by the amount that is an integral multiple of, and not less than, $1,000,000, or, if less, stated therein on the entire amount of such Borrowingdate stated therein. Each prepayment of a Borrowing All prepayments under this Section 2.12 shall be applied ratably subject to the Loans included in the prepaid BorrowingSection 2.16 but otherwise without premium or penalty. Prepayments All prepayments of Eurodollar Borrowings under this Section 2.12 shall be accompanied by accrued interest on the principal amount being prepaid to the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers 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 (A) 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 Borrowing in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify apply the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 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, and not less than, $1,000,000, or, if less, the entire net amount of such Borrowing. Each prepayment optional prepayments (e.g., remaining following application of a Borrowing shall be applied ratably the provisions of Section 3.5(a)) 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 then outstanding principal balance of either or both of the Term Loans shall Notwithstanding anything to the contrary contained herein Borrower may not prepay any portion of any LIBOR Loan at any time prior to the last day of the applicable Interest Period unless Borrower accompanies such prepayment with all indemnification costs to be applied paid with respect thereto pursuant to regular installments of principal due under the Term Loans in inverse order of maturitySection 2.6.

Optional Prepayment. The Borrowers shall have Borrower may prepay the right outstanding principal amount (together with accrued Interest) on the Notes as follows: (a) The Borrower may, at its option, at any time and from time upon notice given to time to prepay any Borrowing Agent as provided in whole or in partSection 11.01(b), subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each unless such notice shall be irrevocable and shall specify is waived by the prepayment date and Requisite Lenders, prepay all or any portion of 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 any of the Revolving Loan Commitments Notes, by payment to the Lenders, of an amount equal to the redemption prices (the “Optional Redemption Prices”) set forth below (expressed 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 shall advise the Lenders percentage of the contents thereof. Each partial prepayment outstanding principal amount being prepaid, from time to time) together with Interest accrued and unpaid on the principal amount of any Borrowing 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 counsel), if any, associated with such prepayment; provided, however, that each payment of less than the full outstanding balance of the principal amount of the Notes shall be in an aggregate amount of not less than $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) The Borrower shall give written notice of 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 given in the 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 is an integral multiple ofit 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 not less than, $1,000,000, or, if less, the entire costs and expenses referred to in Section 11.01(a). (c) Any optional prepayment under this Section 11.01 shall include payment of accrued Interest on the principal amount of such Borrowing. Each prepayment of a Borrowing the Notes so prepaid and shall be applied ratably 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 Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityamount.

Optional Prepayment. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) on the day of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice shall be irrevocable in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. 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 Loans shall be allocated between the Loans of each Class and applied to the installments of principal due in respect of such Loans under Section 2.11(a)(i) or (ii), as the case may be, in each case as directed by the Borrowers. (c) Each notice of prepayment shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing (or portion thereof thereof) to be prepaidprepaid and shall commit the Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; 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 2.6provided, then however, such notice may be conditioned upon the effectiveness of prepayment 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 or extended if such notice of termination other credit facilities do not become effective, such proceeds are not received, such debt is revoked not issued or extended in accordance with such other transaction is not consummated. All prepayments under this Section 2.6. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing 2.12 shall be in an aggregate amount that is an integral multiple ofsubject to Section 2.16 but otherwise without premium or penalty, and not less than, $1,000,000, or, if less, the entire amount of such Borrowingexcept as set forth below under clause (d). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, prior to the extent required by date that is six months after Acquiror Stockholder Approval (as defined in the Acquisition Agreement) is obtained pursuant to Section 2.10. Optional 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 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 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 applied in a form reasonably acceptable to regular installments 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 due in respect of the applicable Class under Section 2.11 pro rata; provided that such repurchases shall not be subject to the Term 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 in inverse order pursuant to this Section 2.12(e) acknowledges and agrees that (i) the Purchasing Parties may come into possession of maturityExcluded 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 Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing the Construction/Term Loans (in whole or part) without premium or penalty by providing notice to the T4 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 Construction/Term Lender pursuant to Section 4.5 as a result of such revocation. (b) Any partial voluntary prepayment of the Construction/Term Loans under this Section 3.8 shall be in partminimum amounts of $10,000,000 or if the outstanding Construction/Term Loans is less than $10,000,000, subject then equal to prior notice the aggregate amount of outstanding Construction/Term Loans. (c) All voluntary prepayments under this Section 3.8 shall be made by the Borrower to the T4 Administrative Agent for the account of the Construction/Term Lenders in accordance with Section 2.8(a)(i3.8(d). (d) and subject With respect to each prepayment to be made pursuant to this Section 3.8, on the date specified in the notice of prepayment delivered pursuant to Section 2.13.3.8(a), the Borrower shall pay to the T4 Administrative Agent the sum of the following amounts: (i) The Borrowers the principal of, and (other than for partial repayments of Construction/Term Loans that are SOFR Loans, in which case Section 3.2(a)(ii) shall notify apply) accrued but unpaid interest on, the Administrative Agent by telephone Construction/Term Loans to be prepaid; (confirmed by e-mailii) of any additional amounts required to be paid under Section 4.5; and (iii) any other Obligations due to the Credit Agreement Senior Secured Parties in connection with any prepayment hereunder under the T4 Financing Documents. (e) The Borrower (i) shall either (A) concurrently with such prepayment under this Section 3.8, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the T4 IR Hedge Termination Amounts payable in the case respect of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 any Senior Secured IR Hedge Agreements required to be prepaid; provided that if a notice of prepayment is given terminated 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 3.19; or (B) (1) reserve an amount equal to 105% of the T4 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 3.19 and (2) (x) within 45 days of the date of such prepayment, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the T4 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements required to be terminated in connection with such notice relating to a Borrowing, prepayment in accordance with Section 3.19 and (y) on the Administrative Agent shall advise the Lenders date of such payment of the contents thereof. Each partial last such T4 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of T4 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 3.8, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the T4 IR Hedge Termination Amounts payable in respect of any Borrowing shall Senior Secured IR Hedge Agreements that have been and are permitted to be terminated in connection with such prepayment in accordance with Section 3.19; or (B) (1) reserve an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, equal to 105% of the entire amount T4 IR Hedge Termination Amounts reasonably projected as of such Borrowing. Each date of prepayment to be payable in connection with such prepayment as a result of a Borrowing shall terminations of the Senior Secured IR Hedge Agreements that are permitted to be made in connection with such prepayment in accordance with Section 3.19 and (2) (x) within 45 days of the date of such prepayment, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the T4 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements permitted to be terminated in connection with such prepayment in accordance with Section 3.19 and (y) on the date of such payment of the last such T4 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of T4 IR Hedge Termination Amounts to the principal of the Construction/Term Loans that were subject to such prepayment. (f) Voluntary payments of principal of the Construction/Term Loans will be applied 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans pro rata against subsequent scheduled payments, in inverse order of maturity, or in direct order of maturity, at the Borrower’s sole discretion. (g) Amounts of any Construction/Term Loans prepaid pursuant to this Section 3.8 may not be reborrowed.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of prepayment of an ABR BorrowingLoans, not later than to the Administrative Agent before 11:00 a.m., one Business Day before the date of prepayment. Each such notice New York City time; provided, however, that each partial prepayment shall be irrevocable in an amount that is an integral multiple of $1,000,000 and each partial prepayment of Term Loans shall be in an amount that is not less than $5,000,000. (b) Optional prepayments of Term Loans shall be allocated pro rata first, at the option of the Borrower to the extent notified to the Administrative Agent in the notice of prepayment pursuant to Section 2.12(a), in chronological order to the installments of principal due in respect of the Term Loans under Section 2.11 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 under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; 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 states that the prepayment is conditioned upon consummation of termination is revoked a refinancing or extended in accordance with Section 2.6. Promptly following receipt of any such notice relating to a Borrowing, other transaction and if the Borrower notifies the Administrative Agent shall advise on or prior to the Lenders of specified prepayment date that such condition has not been satisfied and the contents thereofnotice is revoked. Each partial prepayment of any Borrowing All prepayments under this Section 2.12 shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire amount of such Borrowingsubject to Section 2.16 but otherwise without premium or penalty. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers shall have the right (i) Subject to Section 4.4, any Applicable Borrower may, at any time and or from time to time to prepay any Borrowing time, ratably prepay, without premium or penalty, Loans under the Revolving Facility or under the Term Facility in whole or in part, subject and if in part, in an amount equal to prior the applicable Currency Threshold. (ii) The Applicable Borrower shall deliver a notice of prepayment in accordance with Section 2.8(a)(i) and subject 11.2 to Section 2.13. (i) The Borrowers shall notify be received by the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than (x) 11:00 a.m.a.m. (Local Time), three Business Days before in advance of the date of prepaymentprepayment date, if the Loans to be prepaid are Eurocurrency Rate Loans, and (iiy) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.a.m. (Local Time), one Business Day before prior to the prepayment date, if the Loans to be prepaid are ABR Loans or Loans made at the Overnight Rate (and in each case on not more than five Business Days' prior notice). (iii) Such notice of prepayment shall specify (A) the date and amount of such prepayment, (B) whether such prepayment is of ABR Loans or Loans made at the Overnight Rate, Eurocurrency Rate Loans, or any combination thereof, (C) whether Revolving Loans and BA Rate Loans or Term Loans are being prepaid and (D) the Applicable Currency. Such notice shall not thereafter be revocable by the Applicable Borrower. The Administrative Agent will promptly notify each Lender thereof and of such Lender's Pro Rata Share of such prepayment. Each If such notice is given by any Applicable Borrower, such Applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be irrevocable due and shall specify payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 4.4. (iv) Each such prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that (if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving 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 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, and not less than, $1,000,000, or, if less, the entire amount of such Borrowing. Each prepayment of a Borrowing Term Loans) 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitymaturity to the remaining Amortization Payments set forth in subsection 2.11, subject, however, to clause (iii) of subsection 2.9(i).

Optional Prepayment. The In addition to prepayments pursuant to Section 2.6, Borrowers shall have may, upon not less than thirty (30) days’ prior notice to Agent, prepay the right at any time and from time to time to prepay any Borrowing Loan, in whole (or, (x) in order to terminate a Cash Sweep Period, or (y) in order to satisfy the conditions precedent set forth in 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), subject to prior notice on any Business Day in accordance with this Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers 2.4(b). Any such prepayment notice shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before specify the date of the prepayment, (ii) and shall be revocable, but if revoked in the case three (3) Business 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 following: (1) all prepayments shall be in amounts of an ABR Borrowingnot less than $1,000,000, not later unless the last remaining amount is less than 11:00 a.m.$1,000,000 (in which case, one Business Day before such prepayment shall be in the full amount remaining); (2) upon payment in full of the Loan, Borrowers shall pay to Agent, for the benefit of Lenders, the Prepayment Fee, if applicable; (3) 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. Each prepayment on the amount being prepaid, (y) all Additional Interest, fees, expenses, charges and any other amounts due and payable hereunder and under the other Loan Documents at the time of such notice shall be irrevocable prepayment and shall specify the prepayment date (z) all fees and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment is given expenses incurred by Agent, including Agent’s Counsel Fees 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityprepayment.

Optional Prepayment. The Borrowers 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 Borrowing the Notes (an "Optional Prepayment"), in whole or in part, subject to prior on not less than 5 days' notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, which must be a Business Day (ii) any such date an "Optional Prepayment Date"). On or before December 31, 2001 the Company shall be deemed to have prepaid the Notes in the case of prepayment full by payment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before amount equal to the excess of the outstanding principal amount of the Notes as of the date of prepaymentthe 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"). Each such notice After December 31, 2001, but on or before December 31, 2002, the Company shall be irrevocable and shall specify deemed to have prepaid the prepayment date and Notes in full by payment of an amount equal to the excess of the outstanding principal amount of each Borrowing the Notes 4 4 as of the date of the Optional Prepayment Date (plus an amount equal to all accrued and unpaid interest thereon, to the Optional Prepayment Date) over $3 million (the "2002 Optional Prepayment Price"). By way of example, and not limitation, if $110 million aggregate principal amount of Notes are outstanding, then at any time prior to December 31, 2001, the Company may prepay and satisfy all of its obligations under the Notes by payment of an aggregate amount equal to $104 million, 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 portion thereof the 2002 Optional Prepayment Price, as the case may be shall, to be prepaid; provided the extent that if it results in a notice payment of prepayment is given 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 a conditional notice of termination of the Revolving Loan Commitments as transactions contemplated by Section 2.6, then such notice the Merger Agreement and shall not be deemed to constitute the forgiveness 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityindebtedness.

Optional Prepayment. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) on the day of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice shall be irrevocable in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.12. (a) Optional prepayments of Loans shall be allocated between the Loans of each Class and applied to the installments of principal due in respect of such Loans under Section 2.11(a)(i) or (ii), as the case may be, in each case as directed by the Borrowers (and absent such direction, in direct order of maturity thereof). (b) Each notice of prepayment shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing (or portion thereof thereof) to be prepaidprepaid and shall commit the Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided 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 if a notice of prepayment is given are not made in connection with a conditional notice of the termination or permanent reduction 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 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, and not less than, $1,000,000, 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 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 required 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 2.102.12(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. Optional 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 applied subject to regular installments an additional premium, to be paid to Administrative Agent for the benefit of principal due under applicable Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Term Loans in inverse order and which the Borrowers agree is a reasonable premium, is the product of maturityan 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. The Borrowers 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 and from time on or after November 1, 2005, but prior to time the Maturity Date, at a price equal to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers all accrued interest thereon, to the date set for prepayment, plus (ii) the principal amount designated below, it being understood that such principal amount is less than the outstanding principal of Loans as an agreed upon incentive to facilitate prepayment of the Loans as provided in this Section 2(d): Principal Payment Date of Prepayment Amount ------------------ ------------------ November 1, 2005 through $13,886,000 January 31, 2006 February 1, 2006 through $13,755,000 April 30, 2006 May 1, 2006 through $13,624,000 July 31, 2006 August 1, 2006 through $13,493,000 October 31, 2006 November 1, 2006 to but $13,100,000 excluding the Maturity Date If the Debtors shall notify elect to prepay the Administrative Agent by telephone Loans pursuant to this Section 2(d) hereof, the Debtors shall give notice of such prepayment to Lenders not less than ten (confirmed by e-mail10) of any prepayment hereunder days or more than sixty (60) days prior to the date fixed for prepayment, specifying (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepaymenton which such prepayment is to be made, (ii) in the case of prepayment of an ABR Borrowing, 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 required 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 paid on 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 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 ofdate, and not less than, $1,000,000, or, if less, (iii) the entire amount of such Borrowing. Each prepayment of a Borrowing shall be applied ratably accrued interest applicable to the Loans included in the prepaid Borrowingprepayment. Prepayments Such notice 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 shall become due and payable on the prepayment date set forth in such notice, unless such notice is withdrawn by the Debtors not less than five (5) days prior to the extent required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitysuch date.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing of the Loans and other Obligations, in whole or in part, subject at 100% of the principal amount so prepaid, plus the prepayment premium (expressed as percentages of principal amount) set forth below (the “Applicable Prepayment Premium”) determined for the prepayment date with respect to prior notice such principal amount to the applicable prepayment date (provided, however, that each partial prepayment shall be in accordance with Section 2.8(a)(i) an amount that is an integral multiple of $500,000 and subject to Section 2.13.not less than $1,000,000, in each case, unless the remaining outstanding amount of Loans is less than such amount): (ib) The Borrowers shall notify Borrower will give at least 3 Business Days’ prior written notice of each optional prepayment under this Section 2.10 to the Administrative Agent Agent. Each such notice shall specify the prepayment date, the aggregate principal amount of the Loans to be prepaid on such date, and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and, solely to the extent any such prepayment is made prior to the third anniversary of the Closing Date, shall be accompanied by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment a certificate of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before Financial Officer of the Borrower as to the estimated Applicable Prepayment Premium due in connection with such prepayment (calculated as if the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before such notice were the date of the prepayment), setting forth the details of such computation. Each such Such notice shall be irrevocable and shall specify commit the prepayment Borrower to prepay the Loans by the amount stated therein on the date and the principal amount of each Borrowing or portion thereof to be prepaidstated therein; 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 contingent on the satisfaction of certain conditions set forth therein, and such notice of termination is shall be deemed revoked or extended if the conditions set forth therein are not satisfied within the time periods set forth in accordance with Section 2.6. Promptly following receipt of any such notice relating to a Borrowing, for the Administrative Agent shall advise satisfaction thereof (or are waived in writing by the Lenders of the contents thereofBorrower). Each partial prepayment of any Borrowing All prepayments under this Section 2.10 shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire amount of such Borrowingsubject to Section 2.13. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments 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 Term 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 to regular installments of principal due under the Term Loans in inverse order of maturitypro rata among such Loans. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Optional Prepayment. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least 3 Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. by the US Borrower (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice by the US Borrower (or telephone notice promptly confirmed by written or fax notice) at least 1 Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of ABR Loans, to the Administrative Agent before 1:00 p.m.; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of an ABR Borrowing$1,000,000 and not less than $5,000,000. (b) Optional prepayments of Term Loans shall be applied ratably among each Class of Term Loans then outstanding and against the remaining scheduled installments of principal due in respect of such Class of Term Loans under Section 2.11 in the manner specified by the US Borrower or, if not later than 11:00 a.m., one Business Day before so specified on or prior to the date of such optional prepayment. Each such notice , 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 irrevocable applied) (A) first, to then outstanding Existing First-Lien Term Loans and (B) second, after the repayment in full of all then outstanding Existing First-Lien Term Loans, to then outstanding Extended First-Lien 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 Existing First-Lien Term Loans or the Extended First-Lien Term Loans as set forth in the 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, in which case the Borrowers shall prepay the Revolving Loans associated with the Revolving Credit Commitment reduction as set forth in Section 2.09(c). (d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the relevant Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Loan any Commitments as contemplated by Section 2.62.09, then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.62.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing All prepayments under this Section 2.12 shall be in an aggregate amount that is an integral multiple of, subject to Sections 2.09(d) and not less than, $1,000,000, or, if less, the entire amount of such Borrowing2.16 but otherwise without premium or penalty. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All Eurodollar Loan prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers shall have At any time prior to January 15, 2026 (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-third 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-third 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-third 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-third 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 Borrowing such notice or certificate. At any time on or after January 15, 2026, the bonds of the Forty-third series will be redeemable at the option of the Company, in whole or in part, subject on not less than 30 nor more than 60 days' notice prior to prior notice in accordance with Section 2.8(a)(i) and subject the Settlement Date, at a redemption price equal to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) 100% of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 the bonds of the Forty-third Series to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination redeemed, plus accrued and unpaid interest thereon to the Settlement Date. The bonds of the Revolving Loan Commitments as contemplated by Section 2.6, then such notice of prepayment may be revoked Forty-third Series are not otherwise subject to voluntary 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityoptional prepayment.

Optional Prepayment. The Borrowers shall have the right Borrower 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, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. part without premium or penalty; provided that (i) The Borrowers shall notify the such notice must be received by Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., a.m. (A) three (3) Business Days before prior to any date of prepayment of LIBOR Loans and (B) on the date of prepaymentprepayment of Base Rate Loans, in each case, or such later time as is reasonably acceptable to Administrative Agent; and (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice LIBOR Loans or Base Rate Loans shall be irrevocable and shall specify the prepayment date and the in a minimum principal amount of $500,000 or, in 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 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, and not less than, $1,000,000, orcase, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such Borrowingprepayment 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. Each Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, asset sale or refinancing transaction). Any prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be promptly paid to the extent required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans Lenders in inverse order of maturityaccordance with their respective Applicable Percentages.

Optional Prepayment. The Borrowers (a) Subject to payment of any applicable premium as set forth in subsection (b) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. the allocation provisions of this Agreement, upon at least three Business Days' prior written or fax notice (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepaymentprepayment in the case of ABR Loans, to the Administrative Agent before 2:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. (b) Each prepayment of Loans made pursuant to Section 2.12(a) shall be made together with a prepayment premium in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 3.0%, (ii) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 2.0% and (iii) 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, 1.0%, in the each case of the aggregate principal amount of Loans being prepaid. (c) Optional prepayments of Loans shall be allocated pro rata among the outstanding Term Loans and the outstanding Other Term Loans. (d) Each notice of prepayment shall specify (i) the prepayment date and (ii) the principal amount of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepaymenteach Borrowing (or portion thereof) to be prepaid. Each such notice shall be irrevocable and shall specify commit the prepayment Borrower to prepay such Borrowing by the amount stated therein on the date and the principal amount of each Borrowing or portion thereof to be prepaidstated therein; 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 may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities, indentures or similar agreements, in which case such notice may be revoked or extended if such by the Borrower (by 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 shall advise on or prior to the Lenders of the contents thereofspecified effective date) if such condition is not satisfied. Each partial prepayment of any Borrowing All prepayments under this Section 2.12 shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire amount of such Borrowingsubject to Section 2.16 but otherwise without premium or penalty. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers (a) Subject to paragraph (d) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent submitted by telephone (confirmed by e-mail) of any prepayment hereunder (ihand delivery or email) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or prior written notice (submitted by hand delivery or email) at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of prepayment of an ABR BorrowingLoans, not later than to the Administrative Agent before 11:00 a.m., one Business Day before the date of prepayment. Each such notice New York City time; provided, however, that each partial prepayment shall be irrevocable in an amount that is an integral multiple of $1,000,000 and not less than $3,000,000. (b) Optional prepayments of Term Loans shall be applied as directed by the Borrower, and if no such direction is provided, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans to be prepaid under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; 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 may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked or extended if such by the Borrower (by 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 shall advise on or prior to the Lenders of the contents thereofspecified effective date) if such condition is not satisfied. Each partial prepayment of any Borrowing All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty, except as expressly provided in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire amount of such BorrowingSection 2.12(d). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) If any Term Loans are voluntarily prepaid pursuant to Section 2.12(a) or mandatorily prepaid pursuant to Section 2.13(d), such prepayments shall be made together with a premium equal to (x) 3.50% of the amount prepaid if such prepayment occurs prior to October 1, 2021, (y) 1.50% of the amount prepaid if such prepayment occurs on or after October 1, 2021 but prior to October 1, 2022, and (z) 1.00% of the amount prepaid if such prepayment occurs on or after October 1, 2022 but prior to October 1, 2023 (the foregoing premiums, the “Prepayment Premium”). For the avoidance of doubt, there shall be no Prepayment Premium payable for any prepayment on or after October 1, 2023. Notwithstanding anything to the extent required by contrary contained herein, the Prepayment Premium shall be due whether or not such prepayment occurred before or after an Event of Default has occurred and is continuing, whether or not there has been an acceleration of Loans and before or after the commencement of any insolvency proceeding. (e) Notwithstanding anything to the contrary contained in this Section 2.10. Optional prepayments 2.12, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may repurchase outstanding Term Loans on the following basis: (i) the Borrower may make one or more offers (each, an “Offer”) to repurchase all or any portion of the Term Loans (the “Offer Loans”); provided that (A) the Borrower delivers to the Administrative Agent (for distribution to such Lenders) a notice of the aggregate principal amount of the Offer Loans that will be subject to such Offer no later than 12:00 (noon), New York City time, at least five Business Days (or such shorter period as may be agreed to by the Administrative Agent) in advance of the proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum principal amount of the Offer Loans the Borrower is willing to repurchase in the Offer, (3) the Class of such Offer Loans, (4) the range of discounts to par at which the Borrower is willing to repurchase the Offer Loans and (5) the instructions, consistent with this Section 2.12(e) with respect to the Offer, that a Term Lender must follow in order to have its Offer Loans repurchased; (B) the maximum dollar amount of each Offer shall be applied no less than $10,000,000 or whole multiples of $1,000,000 in excess thereof; (C) the Borrower shall hold such Offer open for a minimum period of three Business Days; (D) a Term Lender who elects to regular installments participate in the Offer may choose to tender all or part of principal due under such Term Lender’s Offer Loans; (E) the Offer shall be made to the Term Lenders holding the Offer Loans on a pro rata basis in inverse order accordance with the respective principal amount of maturitythe Offer Loans then due and owing to the applicable Term Lenders; (F) proceeds of the ABL Facility Loans may not be used to fund any repurchase under this Section 2.12(e); and (G) the Offer shall be conducted pursuant to such procedures as set forth in Schedule 2.12 or as the Administrative Agent may reasonably establish; and (ii) following a repurchase pursuant to this Section 2.12(e) by the Borrower, (A) the Offer Loans so repurchased shall, without further action by any person, be deemed cancelled for all purposes and no longer outstanding for all purposes of this Agreement and all the other Loan Documents and (B) the Borrower will promptly advise the Administrative Agent of the total amount of Offer Loans that were repurchased from each Lender who elected to participate in the Offer.

Optional Prepayment. (a) The Borrowers Issuer shall have the right at any time and from time to time on any Payment Business Day to prepay any Borrowing the Notional Amounts, in whole or in part, subject upon at least two (2) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. the Paying Agent before 11:00 a.m., New York City time; provided, however, that (i) The Borrowers each partial prepayment shall notify be in a principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof, or, if less, the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, entire principal amount thereof then outstanding and (ii) the Issuer shall not make more than two prepayments under this Section 2.07 in any calendar month, unless otherwise agreed to by the case Paying Agent. Each notice of prepayment of an ABR Borrowing, 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 (each, an “Optional Prepayment Date”) and the principal amount of each Borrowing or portion thereof the Notional Amounts 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing . (b) All prepayments shall be in an aggregate amount that is an integral multiple ofsubject to Section 2.10 but shall otherwise be without premium or penalty. All partial prepayments occurring on a Rollover Date may, and not less thanprepayment in whole shall, $1,000,000, 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 and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the extent required by Section 2.10principal amount on the next succeeding Interest Accrual Date. Optional prepayments In the case of each prepayment of Notional Amounts of less than the entire unpaid principal amount of the Term Loans outstanding Notional Amounts, the prepayment shall be applied shared pro rata by the Purchasers according to regular installments of principal due under the Term Loans in inverse order of maturityeach Purchaser’s Aggregate Exposure Percentage.

Optional Prepayment. The Borrowers (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. upon at least three Business Days' (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three LIBOR Borrowings) or one Business Days before the date of prepayment, Day's (ii) in the case of prepayment ABR Borrowings of an ABR Borrowing, not later than Syndicated Loans) prior written or telecopy notice to the Administrative Agent before 11:00 a.m., one Business Day before New York City time (or 11:00 a.m., London time, if such Borrowing is denominated in a Foreign Currency), or (in the date case of prepayment. Each a Borrowing of a Swingline Loan) upon such notice to the Administrative Agent before 11:00 a.m., New York City time, on the day of such prepayment; provided, however, that each partial prepayment shall be irrevocable in an amount that is an integral multiple of $500,000 (in the case of a Borrowing denominated in dollars) and not less than $1,000,000 (or the Foreign Currency Equivalent of $1,000,000, if such Borrowing is denominated in a Foreign Currency). Notwithstanding the immediately preceding sentence, the Administrative Agent agrees that it will (subject to the Authorization Letter) accept from the Parent notice by telephone of prepayment by the dates and time specified in the immediately preceding sentence, provided that the same is confirmed by the Parent to the Administrative Agent in writing promptly (and in all events on the same day as such telephone communication). (b) Each notice of prepayment shall specify the identity of the Borrower, the prepayment date and the principal amount of each Borrowing (or portion thereof 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount that is an integral multiple of, and not less than, $1,000,000, or, if less, stated therein on the entire amount of such Borrowingdate stated therein. Each prepayment of a Borrowing All prepayments under this Section shall be applied ratably subject to the Loans included in the prepaid BorrowingSection 4.4 but otherwise without premium or penalty. Prepayments All prepayments under this Section shall be accompanied by accrued interest on the principal amount being prepaid to the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers shall have may, upon irrevocable written notice from the right Lead Borrower to the Administrative Agent (such notice subject to Section 2.05(g)), at any time and or from time to time to voluntarily prepay any Borrowing Term Loans in whole or in part, subject to prior notice part without premium or penalty except as provided in accordance with Section 2.8(a)(i2.05(d) and subject to Section 2.13. below; provided that (i) The Borrowers shall notify such notice must be received by the Administrative Agent by telephone not later than 12:00 p.m. (confirmed by e-mailA) of three (3) Business Days prior to any prepayment hereunder (i) in the case date of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before LIBOR RateTerm SOFR Loans and (B) on the date of prepayment, prepayment of Base Rate Loans; (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice LIBOR RateTerm SOFR Loans shall be irrevocable and shall specify the prepayment date and the in a principal amount of each Borrowing $1,000,000 or portion thereof to be prepaida whole multiple of $500,000 in excess thereof; 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 and (iii) any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Base Rate Loans shall be in an aggregate a minimum principal amount that is an integral of $100,000 or a whole multiple ofof $100,000 in excess thereof; or, and not less than, $1,000,000, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such Borrowingprepayment and the Class(es) and Type(s) of Term Loans to be prepaid and, if LIBOR RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans and the order of the Term Loans to be prepaid. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments LIBOR RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to the extent required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturity.Section

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of ABR Loans, to the Administrative Agent before 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of an ABR Borrowing$1,000,000 and not less than $5,000,000. (b) Optional prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 in the manner specified by the Borrower or, if not later than 11:00 a.m., one Business Day before so specified on or prior to the date of such optional prepayment. , in direct order of maturity. (c) Each such notice shall be irrevocable and of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided provided, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Loan Commitments as contemplated by Section 2.62.09, then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.62.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing All prepayments under this Section 2.12 shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire amount of such Borrowingsubject to Section 2.16 but otherwise without premium or penalty. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All Eurodollar Loan prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers shall have Issuer may prepay the right outstanding principal amount (together with accrued Interest) on the Note as follows: (a) The Issuer may, at its option, at any time upon notice given to Purchaser as provided in Section 10.01(b), prepay, by wire transfer of immediately available funds, all or any portion of the principal amount of the Note, together with Interest accrued and from time to time to prepay any Borrowing in whole or in partunpaid on the principal amount of the Note so prepaid through the date fixed for such prepayment, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. provided that (i) The Borrowers any such prepayment shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) be applied in the case inverse order of prepayment the maturity of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date principal amount of prepaymentthe Note, (ii) in [reserved] and (iii) Issuer shall pay Purchaser all (A) Interest, including default interest, if any, (B) reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment, and (C) all other costs, expenses and indemnities then payable under this Agreement; provided, however, that each payment of less than the case full outstanding balance of prepayment of an ABR Borrowing, 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Note shall be in an aggregate amount that is an integral multiple of, and of not less than, than $1,000,000, or, if less, the entire amount 25,000 or integral multiples of such Borrowing$25,000 in excess thereof. Each Any optional prepayment of a Borrowing under this Section 10.01 shall be applied ratably 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 Loans included premium and principal amount. (b) The Issuer shall give written notice of prepayment of the Note pursuant to this Section 10.01 not less than 5 nor more than 30 Business Days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 10.01 shall be given in the prepaid Borrowing. Prepayments manner specified in Section 12.02 of this Agreement and shall be accompanied by accrued interest to specify the extent required by Section 2.10. Optional prepayments principal amount of the Term Loans shall Note to be applied prepaid. Upon notice of prepayment pursuant to regular installments of this Section 10.01 being given by the Issuer, the Issuer covenants and agrees that it will prepay, on the date therein fixed for prepayment, the principal due amount so called for prepayment, together will all other amounts required under Section 10.01(a), all in the Term Loans in inverse order of maturitymanner provided under Section 10.01(a).

Optional Prepayment. The Borrowers 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 such principal amount. The Company will give each registered owner of Bonds of the Thirty-second Series written notice (by first class mail or in part, subject to prior notice in accordance with Section 2.8(a)(i) such other method as may be agreed upon by the Company and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mailsuch registered owner) of any each optional prepayment hereunder under this subsection (iI) in the case of prepayment of a Eurodollar Borrowing, mailed or otherwise given not later less than 11:00 a.m., three Business Days before 30 days and not more than 60 days prior to the date of fixed for such prepayment, (ii) in to each such registered owner at his, her or its last address appearing on the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepaymentregistry books. Each such notice shall be irrevocable and shall specify the prepayment date and Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the 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; 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 prepaid (determined in accordance with Section 2.6. Promptly following receipt subsection (II) of any such notice relating to a Borrowing, the Administrative Agent 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 ofthis section), and not less thanthe interest to be paid on the Settlement Date with respect to such principal amount being prepaid, $1,000,000, 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 and shall be accompanied by accrued interest a certificate signed by a Senior Financial Officer as to the extent required by Section 2.10. Optional prepayments estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the Term Loans 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 applied under no duty to regular installments 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 principal due under the Term Loans in inverse order of maturityThirty-second Series are not otherwise subject to voluntary or optional prepayment.

Optional Prepayment. The Borrowers shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject part upon prior written or fax notice by the Parent Borrower (or telephone notice promptly confirmed by written or fax notice) to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any Agent, not later than 12:30 p.m., 3 Business Days prior to such prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, Loans or BA Rate Loans and not later than 11:00 a.m.12:30 p.m., three 1 Business Days before the date of prepayment, (ii) Day prior to such prepayment in the case of ABR Loans or Canadian Base Rate Loans; provided, however, that each partial prepayment shall be in an aggregate amount of an ABR Borrowingnot less than the Minimum Currency Threshold. Optional prepayments of Dollar Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Dollar Term Loans under Section 2.11(a) in the manner specified by the Parent Borrower or, if not later than 11:00 a.m., one Business Day before so specified on or prior to the date of such optional prepayment, in direct order of maturity. Optional prepayments of Dollar Term Loans and any dollar denominated Incremental Term Loans shall be applied ratably among the outstanding Dollar Term Loans and dollar denominated Incrementalmay be applied on a non pro rata basis among the outstanding Classes of Term Loans; provided that such prepayments shall be made ratably among the Lenders of such Class in accordance with their respective Term Loans; provided further that Non-Extended Dollar Term Loans that have not been subject to an Extension pursuant to Section 2.25 shall not receive less than their pro rata share of any such prepayment made to Extended Dollar Term Loans. Optional prepayments of Euro Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Euro Term Loans under Section 2.11 in the 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 such notice shall be irrevocable and of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the relevant Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Loan Commitments as contemplated by Section 2.62.09, then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.62.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing All prepayments under this Section 2.12 shall be in an aggregate amount that is an integral multiple of, subject to Section 2.16 but otherwise without premium or penalty. All Eurodollar Loan and not less than, $1,000,000, 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 BA Rate Loan prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject part upon prior written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any Agent, not later than 12:30 p.m., three Business Days prior to such optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, Loans and not later than 11:00 a.m.12:30 p.m., three one Business Days before the date of prepayment, (ii) Day prior to such prepayment in the case of ABR Loans; provided, however, that (i) each partial prepayment shall be in an aggregate amount of not less than the Minimum Threshold and (ii) no optional prepayment of an ABR Borrowingany 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 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 (y) First-Lien Term Loans, in the case of optional prepayments of Second-Lien Term Loans, to the extent permitted under Section 6.03) then outstanding and against the remaining scheduled installments of principal due in respect of such Term Loan Facility under Section 2.11(a) or (b), as applicable, in the manner specified by the Borrower or, if not later than 11:00 a.m., one Business Day before so specified on or prior to the date of such optional prepayment. Each such notice , 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 irrevocable 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 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 2.13(a)(i). (d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the 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 Revolving Loan any Commitments as contemplated by Section 2.62.09, then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.62.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing All prepayments under this Section 2.12 shall be in an aggregate amount that is an integral multiple ofsubject to Sections 2.16, and not less than, $1,000,000, or, if less, the entire amount of such Borrowing2.05(d) but otherwise without premium or penalty except as provided in Section 2.12(e). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All Eurodollar Loan prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (e) 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 extent required 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 2.10. Optional prepayments 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 Loans 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 applied payable pursuant to regular installments of principal due under the Term Loans in inverse order of maturityor any prepayment made pursuant to Section 2.13(h).

Optional Prepayment. The Borrowers shall have the right City may at its option prepay from any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject source of available moneys for redemption of Bonds pursuant to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail2.03(b) of the Indenture, all or any prepayment hereunder part (iin an integral multiple of $5,000) in of the case Principal Component of prepayment Base Rental Payments (and corresponding Interest Component), so that the aggregate annual amounts of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date Principal Component of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice Base Rental Payments which shall be irrevocable and payable after such prepayment shall specify the each be an integral multiple of $5,000, at a prepayment date and price equal to 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 2.6redeemed, 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 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, and not less than, $1,000,000, 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 plus accrued but unpaid interest to the extent required 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 any Bonds by the Authority pursuant to Section 2.10. Optional prepayments 2.03(b) of the Term Loans Indenture shall be applied credited towards the City’s obligations hereunder at the option of the City in any manner determined in writing delivered to regular installments the Trustee by the City. A prepayment made pursuant to this Section shall not cause a defeasance of principal due 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 Term Loans in inverse order of maturityIndenture 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. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject upon written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to prior notice the date of prepayment to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in accordance with Section 2.8(a)(i) an amount that is an integral multiple of $1,000,000 and subject to Section 2.13not less than $5,000,000. (ib) The Borrowers Optional prepayments of Loans at any time during the applicable periods set forth in this Section 2.12(b) shall notify be accompanied by a payment of a prepayment fee in an amount (expressed as a percentage of the Administrative Agent by telephone (confirmed by e-mailprincipal amount of the Loans to be repaid) of any prepayment hereunder equal to (i) 3.00%, if such prepayment occurs on or prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) 2.00%, if such prepayment occurs after March 31, 2006, but on or prior to March 31, 2007, and (iii) 1.00%, if such prepayment occurs after March 31, 2007, but on or prior to March 31, 2008. (c) Optional prepayments of Loans shall be applied pro rata against the remaining scheduled installments of principal due in respect of the case Loans under Section 2.11. (d) Each notice of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate irrevocable and shall commit the Borrower to prepay such Borrowing by the amount that is an integral multiple of, and not less than, $1,000,000, or, if less, stated therein on the entire amount of such Borrowingdate stated therein. Each prepayment of a Borrowing All prepayments under this Section 2.12 shall be applied ratably subject to the Loans included Section 2.16 but otherwise without premium or penalty, except as provided in the prepaid BorrowingSection 2.12(b). Prepayments All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject upon written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to prior notice the date of prepayment to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in accordance with Section 2.8(a)(i) an amount that is an integral multiple of $1,000,000 and subject to Section 2.13not less than $5,000,000. (ib) The Borrowers Optional prepayments of Term Loans at any time during the applicable periods set forth in this Section 2.12(b) shall notify be accompanied by a payment of a prepayment fee in an amount (expressed as a percentage of the Administrative Agent by telephone (confirmed by e-mailprincipal amount of the Loans to be repaid) of any prepayment hereunder equal to (i) in the case of 1.00%, if such prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before occurs on or prior to the date of prepaymentthat is six months after the Prior Restatement Date, and (ii) 0.50%, if such prepayment occurs after the date that is six months after the Prior Restatement Date, but on or prior to the first anniversary of the Prior Restatement Date. (c) Optional prepayments of Term Loans shall be applied pro rata against the remaining scheduled installments of principal due in respect of the case Term Loans under Section 2.11. (d) Each notice of prepayment of an ABR Borrowing, 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 thereof) to be prepaid; , shall be irrevocable 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 if a notice of prepayment is given are not made in connection with a conditional notice of the termination or permanent reduction 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 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, and not less than, $1,000,000, 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 Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers 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-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 any Borrowing in whole such principal amount. The Company will give each registered owner of Bonds of the Thirty-fourth Series written notice (by first class mail or in part, subject to prior notice in accordance with Section 2.8(a)(i) such other method as may be agreed upon by the Company and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mailsuch registered owner) of any each optional prepayment hereunder under this subsection (iI) in the case of prepayment of a Eurodollar Borrowing, mailed or otherwise given not later less than 11:00 a.m., three Business Days before 30 days and not more than 60 days prior to the date of fixed for such prepayment, (ii) in to each such registered owner at his, her or its last address appearing on the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepaymentregistry books. Each such notice shall be irrevocable and shall specify the prepayment date and Settlement Date (which shall be a Business Day), the aggregate principal amount of the bonds of the Thirty-fourth 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; 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 prepaid (determined in accordance with Section 2.6. Promptly following receipt subsection (II) of any such notice relating to a Borrowing, the Administrative Agent 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 ofthis section), and not less thanthe interest to be paid on the Settlement Date with respect to such principal amount being prepaid, $1,000,000, 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 and shall be accompanied by accrued interest a certificate signed by a Senior Financial Officer as to the extent required by Section 2.10. Optional prepayments estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the Term Loans 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 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 applied under no duty to regular installments 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 principal due under the Term Loans in inverse order of maturityThirty-fourth Series are not otherwise subject to voluntary or optional prepayment.

Optional Prepayment. The Borrowers shall have Subject to Section 2.05(b) below, the right Borrower may, upon notice to the Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Term Loans in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. part without premium or penalty; provided that (i) The Borrowers shall notify such notice must be in a form acceptable to the Administrative Agent and be received by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, Administrative Agent not later than 11:00 a.m., a.m. (A) three Business Days before prior to any date of prepayment of LIBOR Loans and (B) on the date of prepaymentprepayment of Base Rate Loans, in each case, or such later time as is reasonably acceptable to the Administrative Agent; (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice LIBOR Loans shall be irrevocable and shall specify the prepayment date and the in a minimum principal amount of each Borrowing or portion thereof to be prepaid$1,000,000; 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 and (iii) any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Base Rate Loans shall be in an aggregate a minimum principal amount that is an integral multiple ofof $500,000 or, and not less than, $1,000,000, orin each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such Borrowingprepayment, the Term Facility and the Type(s) of Term Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Term Loans. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be promptly paid to the extent required by Section 2.10. Optional prepayments Lenders in accordance with their respective Applicable Percentages (calculated only giving effect to Outstanding Amounts of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityLoans).

Optional Prepayment. The Borrowers shall have Borrower may prepay the right at any time Revolving Credit Loan, the Foreign Currency Loan and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13.the Swing Line Loan as follows: (i) The Borrowers Borrower may prepay the Swing Line Loan (provided that such reduction shall notify the Administrative be in a principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof) by written or oral notice to Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not no later than 11:00 a.m.a.m. (Nashville, three Business Days before Tennessee time) on the date of such prepayment, (if notice is oral, to be promptly thereafter confirmed in writing); (ii) Borrower may prepay Advances under the Revolving Credit Notes which bear interest at the Base Rate Option (provided that such reduction shall be in the case a principal amount of prepayment at least $1,000,000 and integral multiples of an ABR Borrowing, not $100,000 in excess thereof) by written notice delivered to Agent no later than 11:00 a.m.a.m. (Nashville, one Business Day before Tennessee time) on the date of such prepayment and Agent shall promptly give notice to Lenders on the date of such prepayment; (iii) Borrower shall not have the right and option to prepay Advances under the Revolving Credit Notes bearing interest at the LIBOR Option until the expiration of the applicable Interest Period for such Advance. Each Any such notice reduction shall be irrevocable and shall specify the prepayment date and the in a principal amount of each Borrowing or portion at least $1,000,000 and integral multiples of $100,000 in excess thereof to be prepaid; provided that if a and Borrower must give Agent at least three (3) Business Days' prior written notice of the amount and time of such prepayment. Should a prepayment is given in connection with a conditional notice of termination Advances bearing interest at the LIBOR Option be made prior to the expiration of the Revolving Loan Commitments as contemplated applicable Interest Period, Borrower agrees to immediately pay breakage costs determined 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 shall advise and/or the Lenders to apply to such prepayment; provided, that nothing herein shall give Borrower the right to prepay such Advances prior to the end of the contents thereofapplicable Interest Period; (iv) Borrower shall not have the right and option to prepay Advances under the Foreign Currency Notes bearing interest at the Foreign Currency Rate Option until the expiration of the applicable Interest Period for such Advance. Each partial prepayment of any Borrowing Any such reduction shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire a principal amount of at least $1,000,000 and integral multiples of $100,000 in excess thereof and Borrower must give Agent at least three (3) Foreign Currency Business Days' prior written notice of the amount and time of such Borrowingprepayment. Each Should a prepayment of a Borrowing Advances bearing interest at the Foreign Currency Rate Option be made prior to the expiration of the applicable Interest Period, Borrower agrees to immediately pay breakage costs determined by Agent and/or the Lenders to apply to such prepayment; provided, that nothing herein shall give Borrower the right to prepay such Advances prior to the end of the applicable Interest Period. All prepayments will be applied ratably first to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by unpaid expenses (if any), then to accrued interest interest, then to the extent required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityprincipal.

Optional Prepayment. The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify Company may, upon notice to the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 10:00 a.m., three New York City time, at least one Business Days before 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, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (ii) in or such other amount that represents the case total amount of prepayment of an ABR BorrowingBorrowings outstanding), not later than 11:00 a.m., one Business Day before by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each . (ii) The Company may, upon notice to the Administrative Agent by 10:00 a.m., New York City time, at least three Business Days prior to the date of prepayment, without premium or 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 such notice shall be irrevocable and shall specify other amount that represents the prepayment date and total amount of Term Benchmark Borrowings or RFR Borrowings outstanding, as applicable), by paying the principal amount of each Borrowing or portion thereof to be prepaid; prepaid together with (x) accrued interest thereon to the date of prepayment and (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 the relevant Bank at least one Business Day prior to the date of such prepayment, provided that if the failure of any Bank to so notify the Company of the amount of any such loss or expense shall not relieve the Company of its obligation to pay the same. (iii) Each prepayment pursuant to this Section 2.12 shall be applied to prepay ratably the Term Loan of the several Banks included in the relevant Borrowing being prepaid. Upon receipt of a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Loan Commitments as contemplated by pursuant to this 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 Borrowing2.12, the Administrative Agent shall advise the Lenders promptly notify each Bank of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of, thereof and not less than, $1,000,000, or, if less, the entire amount of such Borrowing. Each Bank’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Company; provided, that any such notice may be conditioned upon the occurrence of a Borrowing shall one or more events (including the effectiveness of new credit facilities) and may be applied ratably revoked by the Company upon the non-occurrence of such event by written notice to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest Administrative Agent prior to the extent required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitydate specified for such prepayment.

Optional Prepayment. The Borrowers shall have Borrower 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, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. part without premium or penalty; provided that (i) The Borrowers shall notify such notice must be in a form acceptable to the Administrative Agent and be received by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, Administrative Agent not later than 11:00 a.m., a.m. (A) three (3) Business Days before prior to any date of prepayment of LIBOR Loans and (B) on the date of prepaymentprepayment of Base Rate Loans, in each case, or such later time as is reasonably acceptable to the Administrative Agent; and (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment. Each such notice LIBOR Loans or Base Rate Loans shall be irrevocable and shall specify the prepayment date and the in a minimum principal amount of $500,000 or, in 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 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, and not less than, $1,000,000, orcase, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such Borrowingprepayment 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. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that 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). Any prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be promptly paid to the extent required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans Lenders in inverse order of maturityaccordance with their respective Applicable Percentages.

Optional Prepayment. (a) The Borrowers shall have Commonwealth may, on any Business Day, optionally prepay all or any portion of the right Bonds or convert the interest rate on all or any portion of the Bonds from the Index Floating Rate to a different interest rate upon giving the Owner at any time and from time to time to prepay any Borrowing least five (5) days’ prior written notice, as provided in whole or in partthe Bonds, subject to prior notice in accordance with Section 2.8(a)(isubsection (b) and subject to Section 2.13below. (ib) The Borrowers shall notify In the Administrative Agent by telephone (confirmed by e-mail) event of any prepayment hereunder (i) in of the case of prepayment of a Eurodollar BorrowingBonds, not later than 11:00 a.m., three Business Days before the date of whether by voluntary prepayment, (ii) in acceleration or otherwise, other than on the case of prepayment last day of an ABR BorrowingInterest Period applicable thereto, not later than 11:00 a.m.then, one Business Day before in addition to all other Obligations due and owing to the date 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 the excess, if any, of prepayment. Each such notice shall be irrevocable and shall specify (x) the prepayment date and amount of interest that 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 prepaid; provided that if a notice such prepaid amount, for the period from the date of prepayment is given in connection with a conditional notice of termination such event to the last day of the Revolving Loan Commitments 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 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 due on any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents certificate within thirty (30) days after receipt thereof. Each partial prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturity.

Optional Prepayment. The Borrowers shall have At any time prior to February 1, 2030 (six months prior to the right Sixtieth Series Stated Maturity) the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time any part of, the bonds of the Sixtieth Series at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the Settlement Date specified by the Company in such notice with respect to prepay such principal amount. The Company will give each registered owner of bonds of the 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 Borrowing such 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, subject on not less than 30 nor more than 60 days’ notice prior to prior notice in accordance with Section 2.8(a)(i) and subject the Settlement Date, at a redemption price equal to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) 100% of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 the bonds of the Sixtieth Series to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination redeemed, plus accrued and unpaid interest thereon to the Settlement Date. The bonds of the Revolving Loan Commitments as contemplated by Section 2.6, then such notice of prepayment may be revoked Sixtieth Series are not otherwise subject to voluntary 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityoptional prepayment.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify written or fax Prepayment Notice by the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) Borrower in the case of prepayment of a Eurodollar BorrowingTerm Loans, not later than 11:00 a.m., three or written or fax Prepayment Notice by the Borrower at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of prepayment of an ABR BorrowingTerm Loans, not later than to the Administrative Agent before 11:00 a.m.; provided, one Business Day before however, that each partial prepayment shall be in an aggregate amount of not less than the Minimum Threshold. (b) Optional prepayments of the Term Loans shall be applied against the remaining scheduled installments of principal due in respect of such Term Loans under Section 2.11 in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity. Each such notice Optional prepayments of Term Loans and any Incremental Term Loans shall be irrevocable applied ratably among the outstanding Term Loans and Incremental Term Loans. (c) Each Prepayment Notice shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that if a notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment is given 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 conditional notice of termination 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 repayments pursuant to this Section 2.12 shall be subject to Section 2.12(d) and Section 2.16, but shall otherwise be without premium or penalty. (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 the Revolving Credit Agreement 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 Commitments as contemplated by Section 2.6Prepayment”), then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in each case made in accordance with this Section 2.6. Promptly following receipt 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 notice relating offer shall be made available, at the sole discretion of such Company Party, to a Borrowing(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 each applicable tranche, the Administrative Agent shall advise tranche or tranches of Term Loans subject to such offer and the Lenders 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 contents thereof. Each partial prepayment terms of any Borrowing this Section 2.12(f)(ii), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount that is an integral multiple of, and not less thanthan $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (c) above, $1,000,000, or, if less, each such offer shall remain outstanding through the entire amount Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Borrowing. Each prepayment Specified Discount Prepayment Notice and a form of a Borrowing shall the Specified Discount Prepayment Response to be applied ratably completed and returned by each such Lender to the Loans included in Auction Agent (or its delegate) by no later than 5:00 p.m. on the prepaid Borrowing. Prepayments shall be accompanied by accrued interest third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the extent required by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturity“Specified Discount Prepayment Response Date”).

Optional Prepayment. (a) The Borrowers 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 Borrowing, in whole or in part, subject to upon (x) at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. by the Borrower (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingEurocurrency Rate Loans and CDOR Rate Loans, not later than 11:00 a.m., three or(y) at least four Business Days before Days’ prior written or fax notice by the date of prepayment, Borrower (iior telephone notice promptly confirmed by written or fax notice) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before S▇▇▇▇ Loans or (z) written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) on the date of prepayment. Each such notice shall be irrevocable prepayment in the case of ABR Loans and shall specify the prepayment date and the principal amount of Canadian Prime Rate Loans, in each Borrowing or portion thereof case 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 shall advise the Lenders of the contents thereof. Each before 12:00 p.m. on such date; provided, however, that each partial prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, than the entire amount of such Borrowing. Each prepayment of a Minimum Applicable 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. Amount. (b) (i) Optional prepayments of the Term Loans shall be applied (x) to regular one or more Classes of Term Loans as elected by the Borrower and (y) against the remaining scheduled installments of principal due under in respect of the applicable prepaid Class of Term Loans under Section 2.11 in inverse the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity; provided, however, that optional prepayments of the Designated Term Loans shall be applied not less than ratably among each Class of Designated Term Loans; provided, further, that (1) any Class of Term Loans with an earlier Term Loan Maturity Date may be optionally prepaid prior to the prepayment of any other Class of Term Loans with a later Term Loan Maturity Date, (2) the Borrower may elect to prepay any newly created Class of Other Term Loans provided pursuant to a Refinancing Amendment substantially concurrently with the implementation of such Class of Other Term Loans pursuant to Section 2.27 with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness incurred or issued substantially concurrently with the implementation of such Class (without any requirement to ratably prepay any other Class of Term Loans at such time) and (3) 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 2.27 or Section 2.26, as the case may be.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior written or fax notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by or telephone (notice promptly confirmed by e-mail) of any prepayment hereunder (iwritten or fax notice) in the case of prepayment of a Eurodollar BorrowingLoans, not later than 11:00 a.m., three or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Days before Day prior to the date of prepayment, (ii) prepayment in the case of prepayment of an ABR BorrowingLoans, not later than to the Administrative Agent before 11:00 a.m., one Business Day before the date of prepayment. Each such notice New York City time; provided, however, that each partial prepayment shall be irrevocable in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Optional prepayments of Loans (i) made at any time prior to the first anniversary of the Closing Date shall be accompanied by a prepayment premium in an amount equal to 2% of the principal amount of the Loans prepaid; provided that the Borrower may prepay up to $5,000,000 of Loan within 30 Business Days after the Closing Date without a prepayment premium being payable pursuant to this clause (b), and (ii) at any time on or after the first anniversary of the Closing Date through but excluding the second anniversary of the Closing Date shall be accompanied by a prepayment premium equal to 1% of the principal amount of the Loan prepaid. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; 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 states that the prepayment is conditioned upon consummation of termination is revoked a refinancing or extended in accordance with Section 2.6. Promptly following receipt of any such notice relating to a Borrowing, other transaction and if the Borrower notifies the Administrative Agent shall advise on or prior to the Lenders of specified prepayment date that such condition has not been satisfied and the contents thereofnotice is revoked. Each partial prepayment of any Borrowing All prepayments under this Section 2.12 shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire amount of such Borrowingsubject to Section 2.16. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturitypayment.

Optional Prepayment. The Borrowers shall have At any time prior to April 15, 2043 (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 Borrowing such 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, subject on not less than 30 nor more than 60 days’ notice prior to prior notice in accordance with Section 2.8(a)(i) and subject the Settlement Date, at a redemption price equal to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) 100% of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 the bonds of the Forty-seventh series to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination redeemed, plus accrued and unpaid interest thereon to the Settlement Date. The bonds of the Revolving Loan Commitments as contemplated by Section 2.6, then such notice of prepayment may be revoked Forty-seventh Series are not otherwise subject to voluntary 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 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, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityoptional prepayment.

Optional Prepayment. (a) The Borrowers 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, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. upon at least three Business Days' (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing), not later than 11:00 a.m.or one Business Day's (in the case of an ABR Borrowing), three Business Days before prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the date Administrative Agent; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of prepayment$500,000. (b) Each prepayment of principal of the Term Borrowings pursuant to paragraph (a) above shall be applied to reduce the remaining scheduled payments of principal due under Section 2.11(a) as directed by the Borrower. (c) Each notice of prepayment shall specify (i) the amount to be prepaid, (ii) in the case 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 prepayment of an ABR Borrowing(A) Revolving Credit Borrowings (or portion thereof), not later than 11:00 a.m., one Business Day before the date of prepayment(B) Term Borrowings (or portion thereof) or (C) Swingline Borrowings (or portion thereof). Each such notice shall be irrevocable and shall specify commit the prepayment Borrower to prepay such obligations by the amount specified therein on the date and the principal amount specified therein. All prepayments 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 Borrowings under this 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 shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing 2.12 shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, the entire amount of such Borrowingsubject to Section 2.16 but otherwise without premium or penalty. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments under this Section 2.12 shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the extent required by Section 2.10. Optional prepayments date of payment. (d) Except as contemplated in the definition of the term "Excess Cash Flow", no optional prepayment of Term Loans Borrowings made by the Borrower pursuant to this Section 2.12 shall be applied reduce the Borrower's obligation to regular installments of principal due under the Term Loans in inverse order of maturitymake mandatory prepayments pursuant to Section 2.13.

Optional Prepayment. The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Class in whole or in part, subject to prior notice in accordance with Section 2.8(a)(i) and subject to Section 2.13. paragraph (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mailc) of any prepayment hereunder this Section 2.10, and if applicable, payment of the fee in the immediately following paragraph. Loans may be prepaid by the Borrower in aggregate amounts that are (ix) in the case of prepayment Eurodollar Loans, an integral multiple of a Eurodollar Borrowing, $1,000,000 and not later less than 11:00 a.m., three Business Days before the date of prepayment, $10,000,000 and (iiy) in the case of Adjusted Base Rate Loans, an integral multiple of $500,000 and not less than $5,000,000. Each voluntary prepayment of an ABR BorrowingTerm Loans shall be allocated to the installments thereof as directed by the Borrower. Any (i) voluntary prepayment of the Initial Term Loans using proceeds of Indebtedness for which the all-in yield (but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not later than 11:00 a.m., one Business Day before shared with all lenders or holders of such new Indebtedness) payable thereon on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment is given lower than the all-in connection with a conditional notice of termination of yield on 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 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, and not less than, $1,000,000, or, if less, the entire amount date of such Borrowing. Each prepayment of a Borrowing shall be applied ratably with respect to the Initial Term Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest subject to the extent required by Section 2.10. Optional prepayments such prepayment and/or (ii) repricing of the Term Loans shall pursuant to an amendment to the Loan Documents resulting in the all-in yield payable thereon on the date of such amendment being lower than the all-in yield on the date immediately prior to such amendment with respect to the Initial Term Loans, shall, in each case, be applied accompanied by a prepayment fee equal to regular installments 1.0% of the aggregate principal due under amount of such prepayment (or, in the case of clause (ii) above, of the aggregate amount of Initial Term Loans in inverse order affected by such repricing that are outstanding immediately prior to such amendment) if such event occurs on or prior to the six month anniversary of maturitythe Effective Date (with any Lender whose Initial Term Loans are required to be repaid or assigned as a result of the exercise of Section 2.18 as a result of not consenting to such amendment also entitled to such premium).

Optional Prepayment. (a) The ▇▇▇▇▇ Borrowers shall have the right at any time and from time to time to prepay any Borrowing the T4 ▇▇▇▇▇ Loans (in whole or part) without premium or penalty by providing notice to the FinCo 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, three U.S. Government Securities Business Days and (ii) with respect to any prepayment of Base Rate Loans, one Business Day, prior to the proposed prepayment date. Any prepayment notice may be revoked; provided, that the ▇▇▇▇▇ Borrowers shall be responsible for any additional amounts required to be paid to any T4 ▇▇▇▇▇ Lender pursuant to Section 6.5 as a result of such revocation. (b) Any partial voluntary prepayment of the T4 ▇▇▇▇▇ Loans under this Section 5.8 shall be in part, subject minimum amounts of $10,000,000. (c) All voluntary prepayments under this Section 5.8 shall be made by the ▇▇▇▇▇ Borrowers to prior notice the FinCo Administrative Agent for the account of the T4 ▇▇▇▇▇ Lenders in accordance with Section 2.8(a)(i5.8(d). (d) and subject With respect to each prepayment to be made pursuant to this Section 5.8, on the date specified in the notice of prepayment delivered pursuant to Section 2.13.5.8(a), the ▇▇▇▇▇ Borrowers shall pay to the ▇▇▇▇▇ Administrative Agent the sum of the following amounts: (i) The Borrowers the principal of, and (other than for partial repayments of T4 ▇▇▇▇▇ Loans that are SOFR Loans in which case, Section 5.2(a)(i) shall notify apply) accrued but unpaid interest on, the Administrative Agent by telephone T4 ▇▇▇▇▇ Loans to be prepaid; (confirmed by e-mailii) of any additional amounts required to be paid under Section 6.5; and (iii) any other Obligations due to the Credit Agreement FinCo Secured Parties in connection with any prepayment hereunder under the ▇▇▇▇▇ Financing Documents. (e) The ▇▇▇▇▇ Borrowers (i) shall either (A) concurrently with such prepayment under this Section 5.8, pay to the ▇▇▇▇▇ Secured IR Hedge Counterparties to the ▇▇▇▇▇ Secured IR Hedge Agreements the ▇▇▇▇▇ IR Hedge Termination Amounts payable in the case respect of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 any ▇▇▇▇▇ Secured IR Hedge Agreements required to be prepaid; provided that if a notice of prepayment is given terminated 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 5.17 or (B) (1) reserve an amount equal to 105% of the ▇▇▇▇▇ IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be required to be payable by the ▇▇▇▇▇ Borrowers in respect of the ▇▇▇▇▇ Secured IR Hedge Agreements terminated in connection with such prepayment in accordance with Section 5.17 and (2) (x) within 45 days of the date of such prepayment, pay to the ▇▇▇▇▇ Secured IR Hedge Counterparties to the ▇▇▇▇▇ Secured IR Hedge Agreements the ▇▇▇▇▇ IR Hedge Termination Amounts payable in respect of any ▇▇▇▇▇ Secured IR Hedge Agreements required to be terminated in connection with such notice relating to a Borrowing, prepayment in accordance with Section 5.17 and (y) on the Administrative Agent shall advise the Lenders date of such payment of the contents thereof. Each partial last such ▇▇▇▇▇ IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of ▇▇▇▇▇ IR Hedge Termination Amounts to the principal of the T4 ▇▇▇▇▇ Loans that were subject to such optional prepayment and (ii) may either (A) concurrently with such prepayment under this Section 5.8, pay to the ▇▇▇▇▇ Secured IR Hedge Counterparties to the ▇▇▇▇▇ Secured IR Hedge Agreements the ▇▇▇▇▇ IR Hedge Termination Amounts payable in respect of any Borrowing shall ▇▇▇▇▇ Secured IR Hedge Agreements that have been and are permitted to be terminated in connection with such prepayment in accordance with Section 5.17 or (B) (1) reserve an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, equal to 105% of the entire amount ▇▇▇▇▇ IR Hedge Termination Amounts reasonably projected as of such Borrowing. Each date of prepayment to be payable in connection with such prepayment as a result of a Borrowing shall terminations of the ▇▇▇▇▇ Secured IR Hedge Agreements that are permitted to be made in connection with such prepayment in accordance with Section 5.17 and (2) (x) within 45 days of the date of such prepayment, pay to the ▇▇▇▇▇ Secured IR Hedge Counterparties to the ▇▇▇▇▇ Secured IR Hedge Agreements the ▇▇▇▇▇ IR Hedge Termination Amounts payable in respect of any FinCo Secured IR Hedge Agreements permitted to be terminated in connection with such prepayment in accordance with Section 5.17 and (y) on the date of such payment of the last such ▇▇▇▇▇ IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of ▇▇▇▇▇ IR Hedge Termination Amounts to the principal of the T4 ▇▇▇▇▇ Loans that were subject to such prepayment. (f) Voluntary payments of principal of the T4 ▇▇▇▇▇ Loans will be applied 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans pro rata against subsequent scheduled payments, in inverse order of maturity, or in direct order of maturity, at the ▇▇▇▇▇ Borrowers’ sole discretion. (g) Amounts of any T4 ▇▇▇▇▇ Loans prepaid pursuant to this Section 5.8 may not be reborrowed.

Optional Prepayment. The Borrowers shall have the right at (i) At any time prior to January 1, 2021, the Issuer may, on any one or more occasions, prepay all or any portion 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 a prepayment price (a “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 period beginning on and from time including the fifth (5th) Business Day prior to time the 91st day preceding the First Scheduled Payment Date and running through and including the First Scheduled Payment Date (but only to prepay any Borrowing the extent such repayments are made to satisfy in whole or in partpart 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 notice in accordance with Section 2.8(a)(i) and subject to Section 2.13the applicable Prepayment Date. (iii) The Borrowers shall notify On or after January 1, 2021, the Administrative Agent Issuer may on any one or more occasions prepay all or any part of this Note, upon a Prepayment Notice given by telephone the Issuer to the Holders as provided in Section 2(d) hereof, at the Prepayment Prices (confirmed by e-mailexpressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the portion of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowingprincipal so prepaid, not later than 11:00 a.m.to, three Business Days before but excluding, the applicable date of prepayment, if prepaid during the periods indicated below, subject to the rights of Holders on the Prepayment Date to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date: January 1, 2021 104.500 % July 1, 2021 103.000 % January 1, 2022 101.500 % July 1, 2022 100.000 % ; provided, however, the Prepayment Price (iiexpressed as a percentage of the principal amount) shall be 100.000% in respect of any repayments made in the period beginning on and including the fifth (5th) Business Day prior to the 91st day preceding the Second Scheduled Payment Date and running through and including the Second Scheduled Payment Date (but only to the extent such repayments are made to satisfy in whole or in part the repayment requirement set forth in Section 2(a) in respect of the case Second Scheduled Payment Date). Unless the Issuer defaults in the payment of the Prepayment Price, interest will cease to accrue on this Note or portions thereof called for prepayment on the applicable Prepayment Date. For purposes herein, any Prepayment Price payable under this Section 2(c)(ii) in excess of an ABR Borrowing, 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 and accrued and unpaid interest prepaid shall be referred to herein as the “Prepayment Premium”. (iii) Any prepayment pursuant to this Section 2(c) shall be made pursuant to the provisions of each Borrowing Sections 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 portion thereof to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of more conditions precedent, including 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 completion of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of related equity offering or any Borrowing shall be in an aggregate amount that is an integral multiple of, and not less than, $1,000,000, 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityother corporate transaction or event.

Optional Prepayment. (a) The Borrowers Borrower shall have the right at any time and from time to time to prepay any Borrowing the Construction/Term Loans (in whole or part) without premium or penalty by providing notice to the TCF Administrative Agent prior to 11:00 a.m., New York City time, on the date that is (i) with respect to any |US-DOCS\164448857.1|| prepayment of SOFR Loans, five U.S. Government Securities Business Days and (ii) with respect to any prepayment of Base Rate Loans, one Business Day, prior to the proposed prepayment date. Any prepayment notice may be revoked; provided, 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 as directed by the Borrower. (c) Any partial voluntary prepayment of the Construction/Term Loans under this Section 4.9 shall be in part, subject minimum amounts of $10,000,000. (d) All voluntary prepayments under this Section 4.9 shall be made by the Borrower to prior notice the TCF Administrative Agent for the account of the Senior Lenders in accordance with Section 2.8(a)(i4.9(e). (e) and subject With respect to each prepayment to be made pursuant to this Section 4.9, on the date specified in the notice of prepayment delivered pursuant to Section 2.13.4.9(a), the Borrower shall pay to the TCF Administrative Agent the sum of the following amounts: (i) The Borrowers shall notify the Administrative Agent by telephone principal of, and (confirmed by e-mailother than for partial repayments of Construction/Term Loans) of accrued but unpaid interest on, the Construction/Term Loans to be prepaid; (ii) any additional amounts required to be paid under Section 5.5; and (iii) any other Obligations due to the Credit Agreement Senior Secured Parties in connection with any prepayment hereunder 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 the case respect of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, 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 any Senior Secured IR Hedge Agreements required to be prepaid; provided that if a notice of prepayment is given terminated 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 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 notice relating to a Borrowing, prepayment in accordance with Section 4.18 and (y) on the Administrative Agent shall advise the Lenders date of such payment of the contents thereof. Each partial last such P1 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of P1 IR Hedge Termination Amounts to the principal of the Construction/Term Loans that were subject to such optional prepayment; and (ii) may either (A) concurrently with such prepayment under this Section 4.9, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the P1 IR Hedge Termination Amounts payable in respect of any Borrowing shall Senior Secured IR Hedge Agreements that have been |US-DOCS\164448857.1|| and are permitted to be terminated in connection with such prepayment in accordance with Section 4.18; or (B) (1) reserve an aggregate amount that is an integral multiple of, and not less than, $1,000,000, or, if less, equal to 105% of the entire amount P1 IR Hedge Termination Amounts reasonably projected as of such Borrowing. Each date of prepayment to be payable in connection with such prepayment as a result of a Borrowing shall terminations of the Senior Secured IR Hedge Agreements that are permitted to be made in connection with such prepayment in accordance with Section 4.18 and (2) (x) within thirty days of the date of such prepayment, pay to the Senior Secured IR Hedge Counterparties to the Senior Secured IR Hedge Agreements the P1 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Agreements permitted to be terminated in connection with such prepayment in accordance with Section 4.18 and (y) on the date of such payment of the last such P1 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of P1 IR Hedge Termination Amounts to the principal of the Construction/Term Loans that were subject to such prepayment. (g) Voluntary payments of principal of the Construction/Term Loans will be applied 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 the Term Loans shall be applied to regular installments of principal due under the Term Loans pro rata against subsequent scheduled payments, in inverse order of maturity, or in direct order of maturity, at the Borrower’s sole discretion. (h) Amounts of any Construction/Term Loans prepaid pursuant to this Section 4.9 may not be reborrowed.

Optional Prepayment. The Borrowers Company shall have have, and is hereby granted the right at any time and from time to time option, to prepay any Borrowing the amounts payable under Section 2.3 hereof (a) to provide for the defeasance of the Bonds pursuant to Section 2.04 of the Indenture and (b) to provide for the redemption of the Bonds when and as permitted pursuant to the provisions of Article III of the Indenture. In the event the Company elects to cause a redemption of the Bonds in whole or in partpart pursuant to Article II(C)(1) or (2) of the Indenture, subject the Company shall give written notice thereof to the Issuer and the Trustee at least 40 days prior to the date selected for such redemption by the Company, which notice shall specify the redemption date and amount of Bonds to be so redeemed, all in accordance with Section 2.8(a)(i) the Indenture, and subject to Section 2.13. (i) The Borrowers shall notify the Administrative Agent by telephone (confirmed by e-mail) of any prepayment hereunder (i) in the case of prepayment an optional redemption pursuant to Article II(C)(2) of a Eurodollar Borrowingthe Indenture, not later than 11:00 a.m.shall specify that, three Business Days before the date of prepayment, (ii) in the case determination of prepayment of an ABR Borrowing, not later than 11:00 a.m.the Company, one Business Day before or more of the date events permitting such redemption has occurred and the amount of prepaymentBonds to be redeemed as a result thereof, which determinations by the Company shall be conclusive. Each 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 irrevocable redeemed, or shall direct the Trustee to select the Bonds to be redeemed by lot, all in accordance with the Indenture. With respect to any optional redemption, the notice and election to cause the redemption of the Bonds shall specify the prepayment date 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 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 principal amount of, premium, if any, and interest on such Bonds on the dated fixed for the redemption thereof. The Issuer agrees that, at the request of each Borrowing the Company, it will cooperate with the Company to cause the Bonds or any portion thereof to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving 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 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, and not less than, $1,000,000, 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 redeemed to the extent required permitted by Section 2.10. Optional prepayments of the Term Loans shall be applied to regular installments of principal due under the Term Loans in inverse order of maturityIndenture.