Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to the Administrative Agent Agent, given not later than 9:00 a.m. (Chicago time) on the proposed date of prepayment by telephone (to be confirmed immediately in writing), telecopier or telex, stating in such notice the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall prepay the outstanding principal amount of any the Syndicated Advances made as part of the same Syndicated Borrowing in whole or in partor, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment Syndicated Borrowing comprised solely of a Base AdvanceRate Advances, ratably in part, by paying the notice principal amount to be prepaid together with accrued interest thereon and other amounts then due and owing, if any, hereunder to the date of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each prepayment; provided that each partial prepayment shall, in the case of Base Advances under the Loans, shall be in an aggregate principal amount of not less than $100,000 or a larger 20,000,000 and in an integral multiple of $50,000 5,000,000 in excess thereof and, (or the Approximate Equivalent Amount if such Syndicated Advances to be so prepaid are denominated in Agreed Currencies other than Dollars). Each such optional prepayment shall be applied to prepay ratably the case Syndicated Advances of LIBOR Advances under the Loans, be several Banks included in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereofsuch Syndicated Borrowing. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if prepays any Syndicated Borrowing consisting of Eurocurrency Rate Advances or EURIBOR Rate Advances on any day other than the Borrower revokes its notice last day of prepayment prior to such date specifiedan Interest Period therefor, the Borrower shall reimburse the Administrative Agent each Bank for the account of all Lenders for all Consequential Losses suffered by each Lender as a result losses, costs and expenses contemplated in Section 11.04(b). The Borrower may not, unless otherwise required hereunder, prepay any Competitive Bid Advance without the consent of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder Bank which shall be presumptive evidence of the validity of have extended such claimCompetitive Bid Advance. (b) The application Upon receipt of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions a notice of Section 2.13(f) hereof. All prepayments made prepayment pursuant to this Section 2.04 5.12, the Administrative Agent shall be first applied to Base Advances then to LIBOR Advancespromptly notify each Bank of the contents thereof and of such Bank’s ratable share, all without premium or penaltyif any, except of such prepayment. In the event the Borrower must pay together with any and a Bank agree to the prepayment to such prepaymentsBank of a Competitive Bid Advance, any Consequential Lossesand such prepayment is made, the Borrower thereupon shall notify the Administrative Agent and the Administrative Agent shall promptly notify the other Banks thereof.

Optional Prepayments. ​ (ai) The Borrower At its option, the Borrowers may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that but subject to Section 2.13 in the case of a prepayment of a Base AdvanceSOFR Loans, upon one (1) Business Day’s notice from the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, Borrowers to the Administrative Agent in the case of Base Advances under Rate Loans or three (3) U.S. Government Securities Business Days’ notice from the Borrowers to the Administrative Agent in the case of SOFR Loans, be prepay the Loans in an aggregate any Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of not less than $100,000 50,000 or a larger an integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 10,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of such prepayment; provided that if such prepayment is on any day other than on the last day of the Interest Period applicable to such SOFR Loan, the Borrowers shall be subject to the payments required by Section 2.13. If any such notice of prepayment is givengiven by the Borrowers, the principal amount stated therein, together with accrued interest on the amount prepaid Borrowers shall make such prepayment and the amount, if any, due under Section 2.12 and Section 2.14 hereof, payment amount specified in such notice shall be due and payable on the date specified in therein; provided that any such notice unless may state that such notice is conditioned upon the Borrower revokes its noticeeffectiveness of other credit facilities, provided that, if in which case such notice may be revoked by the Borrower revokes its Borrowers (by written notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for on or prior to the account of specified prepayment date) if such condition is not satisfied. If no Default has occurred and is continuing, all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation prepayments under this Section 2.04(a), setting forth in reasonable detail 2.06(b) which are applied to reduce the calculation principal amount of the additional amount or amounts to be paid to it hereunder Loans shall be presumptive evidence applied to the Loans as directed by the Borrowers. If the Borrowers fail to direct the application of any such prepayments, then such prepayments shall be applied first to the accrued but unpaid interest on and then any principal of the validity Swing Line Loans until paid in full, second to the accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full and finally to Cash Collateralize the Obligations in an amount equal to the Effective Amount of the ​ -68- 4147-6459-6034 ​ L/C Obligations. In each case, to the extent possible, such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 principal payment shall be first applied to prepay Base Advances Rate Loans and then if any funds remain, to LIBOR Advancesprepay SOFR Loans; provided that if an Event of Default has occurred and is continuing at the time any such prepayment is made, the Lenders shall apply such prepayments to such Obligations as the Administrative Agent may determine in its discretion which determination shall be effective as to all Lenders (but for regulatory purposes, the Lenders may apply such payments internally as they shall determine). ​ (ii) At its option, the Borrowers may, upon notice by the Borrowers 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, except that (A) such notice must be received by the Borrower must pay together with Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepaymentsprepayment shall be in a minimum principal amount of $50,000 or an integral multiple of $10,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, any Consequential Lossesthe Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice Borrowers shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances Loans in whole or in part, together with accrued interest part from time to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Losstime; provided, however, that in the case of a each partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, U.S. Revolving Loans and Term Loans shall be in an aggregate a minimum principal amount of not less than $100,000 or a larger 3,000,000 and integral multiple multiples of $50,000 1,000,000 in excess thereof andthereof, in the case each partial prepayment of LIBOR Advances under the Loans, U.K. Revolving Loans shall be in an aggregate a minimum principal amount of not less than $500,000 or 350,000 and integral multiples of $200,000 in excess thereof, and each prepayment of Swingline Loans shall be in a larger minimum principal amount of $100,000 and integral multiple multiples of $100,000 in excess thereof. If any The Borrowers shall give three Business Days' irrevocable notice (a "Notice of Payment") in the case of LIBOR Rate Loans and one Business Day's irrevocable notice in the case of Alternate Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). A form of such Notice of Prepayment is attached as Schedule 2.8. Subject to the foregoing terms, amounts prepaid under this Section 2.8(a) shall be applied as the Borrowers may elect; provided that if the Borrowers fail to specify the application of an optional prepayment is giventhen such prepayment shall be applied first to Revolving Loans and then pro rata to the remaining principal installments of the Term Loans, in each case first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(a) shall be subject to Section 2.18, but otherwise without premium or penalty. Interest on the principal amount stated thereinprepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, together with accrued at the request of the Administrative Agent, interest on the principal amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on any date that a prepayment is made hereunder to the date specified in such notice unless of prepayment. Amounts prepaid on the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Swingline Loan and the Term Loan shall Revolving Loans may be determined reborrowed in accordance with the provisions of Section 2.13(f) terms hereof. All prepayments made pursuant to this Section 2.04 shall Amounts prepaid on the Term Loans may not be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesreborrowed.

Optional Prepayments. (ai) The Borrower may, upon at least two three Business Days prior written Days' notice (in the case of prepayment of Eurodollar Rate Advances) or upon notice given on the date of prepayment (in the case of prepayments of Base Rate Advances) to the Administrative Agent stating (which notice shall state the proposed date and aggregate principal amount of the prepayment), and if such notice is given the Borrower shall, prepay the outstanding principal amount of any the Revolving Credit Advances in whole or the aggregate amount and on the date specified in partsuch notice, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium prepaid; provided that (x) each partial prepayment shall be in an aggregate principal amount of $10,000,000 or penalty other than an integral multiple of $1,000,000 in excess thereof, (y) any Consequential Loss; provided, however, that in the case of a such prepayment of a Base AdvanceEurodollar Rate Advance other than on the last day of the Interest Period therefor shall be accompanied by, and subject to, the payment of any amount payable under Section 8.04(c) in respect of such prepayment and (z) each such notice of prepayment may shall be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticemade on the relevant day not later than 11:00 A.M. (New York City time). Each prepayment of Advances under this Section 2.07(a) shall be made for account of the Lenders according to their respective Pro Rata Shares of the principal amount of the Revolving Credit Advances then outstanding. (ii) The Borrower may, upon notice to the Administrative Agent and the relevant Swing Line Lender (which notice shall state the proposed date and aggregate principal amount of the prepayment), and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Swing Line Advances in the aggregate amount and on the date specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that (x) each partial prepayment shall, in the case of Base Advances under the Loans, shall be in an aggregate principal amount of not less than $100,000 or 1,000,000, (y) after giving effect to a larger integral multiple of $50,000 in excess thereof andpartial prepayment, in the case of LIBOR Advances under the Loans, be in an aggregate outstanding principal amount of a Swing Line Advance shall not be less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any 1,000,000 and (z) each such notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable made not later than 11:00 A.M. (New York City time) on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimproposed prepayment. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower Subject to Section 4.06(a), the Company may, upon (i) at least two four --------------- Business Days Days' prior written notice to Administrative Agent the Agent, in the case of a prepayment of Eurodollar Loans, and (ii) at least one Business Day's prior notice to the Agent, in the case of a prepayment of Reference Rate Loans, stating the proposed date and aggregate principal amount of the prepayment, prepay prepay, ratably among the Lenders in accordance with their Commitment Percentages, the outstanding principal amount of any Advances the Committed Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. prepaid. (b) Each partial prepayment of Committed Loans shall, in the case of Base Advances under the Eurodollar Loans, be in an the aggregate principal amount of not less than $100,000 20,000,000 or a larger an integral multiple of $50,000 10,000,000 in excess thereof thereof, and, in the case of LIBOR Advances under the Reference Rate Loans, be in an the aggregate principal amount of not less than $500,000 10,000,000 or a larger an integral multiple of $100,000 5,000,000 in excess thereof. ; provided, however, that, if -------- ------- the aggregate amount of Eurodollar Loans comprised in the same Committed Borrowing would be reduced as a result of any voluntary prepayment to an amount less than $20,000,000, such Eurodollar Loans shall automatically convert into Reference Rate Loans on the last day of the then current Interest Period. (c) If any a notice of prepayment is given, such notice shall be irrevocable and the principal amount stated thereinin such notice, together with accrued interest on the thereon and any amount prepaid and the amount, if any, due under payable pursuant to Section 2.12 and Section 2.14 hereof4.06(a), shall be due and --------------- payable on the date specified in such notice unless the Borrower revokes notice. The Agent shall promptly notify each Lender of its notice, provided that, if the Borrower revokes its receipt of any notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim.2.08. ------------ (bd) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall Bid Loans may not be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesprepaid.

Optional Prepayments. (a) The Borrower may, upon prior notice to the -------------------- Administrative Agent (which may be given by 11:00 a.m. (New York City time) on the date of prepayment in the case of prepayment of Swing Line Loans and which shall be given at least two one Business Day in advance in the case of prepayment of Revolving Loans which consist of Base Rate Loans and three Business Days prior written notice to Administrative Agent in advance in the case of prepayment of any Revolving Loans which are Eurodollar Rate Loans or any Term Loans of any Interest Type), stating the proposed date and aggregate principal amount of the prepaymentprepayment and the Type and Interest Type of Loans to be prepaid (and if such notice is given the Borrower shall), prepay the outstanding principal amount of any Advances in whole or in partpart the outstanding principal of Loans of such Type and Interest Type, together with accrued with, in the case of any prepayment of Eurodollar Rate Loans, interest thereon to the date of such prepayment on the principal amounts prepaid (plus, in the case of prepayment of Eurodollar Rate Loans prior to the end of the applicable Interest Period, any additional amount prepaid without premium or penalty other than any Consequential Lossfor which the Borrower shall be obligated pursuant to Section 9.04(c)); provided, however, that in the case of a each -------- ------- partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, Eurodollar Rate Loans shall be in an aggregate principal amount of not less than $100,000 1,000,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice , and each partial prepayment of prepayment is given, the Base Rate Loans shall be in an aggregate principal amount stated therein, together with accrued interest on of $500,000 or an integral multiple of $100,000 in excess thereof (it being understood that the amount prepaid of such prepayment shall be rounded upwards to the nearest multiple of $100,000 after giving effect to the next sentence). Notwithstanding anything to the contrary herein, an optional prepayment of Term Loans under this Section 2.04(a) may only be made if a simultaneous optional prepayment of term loans is made under the Canadian Credit Agreement, and the amount, if any, due aggregate amount of such prepayments is such that the Applicable US Facility Percentage of such amount is equal to at least $500,000. Each optional prepayment of any Term Loans under this Section 2.12 and Section 2.14 hereof, 2.04(a) shall be due applied to the installments thereof in the following order of priority: (i) subject to clause (ii) below, to the Term A Loans and payable Term B Loans to the full extent thereof on a pro rata basis in direct order of maturity (and ratably among the date specified in such notice unless Term A Lenders and Term B Lenders, respectively, as applicable); and (ii) notwithstanding the Borrower revokes its noticeforegoing clause (i), provided so long as (and to the extent that, if the Borrower revokes its notice of prepayment prior to such date specified) any Term A Loans are outstanding, the Borrower shall reimburse may offer the Administrative Agent for Term B Lenders the account option to, and any Term B Lender may elect to, waive its ratable share of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation any optional prepayment under this Section 2.04(a). In the event that any Term B Lender elects by 2:00 p.m. (New York City time) on the day prior to the date of prepayment to waive such right with respect to an optional prepayment under Section 2.04(a)(i), setting forth in reasonable detail the calculation 100% of the additional amount or amounts to be paid to it hereunder that Term B Lender's ratable share of such prepayment shall be presumptive evidence applied to the prepayment of Term A Loans ratably to the validity Term A Lenders in direct order of maturity. If no Term A Loans are outstanding, such claim. (b) The option to offer and election to waive application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and to the Term Loan B Loans shall not be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesavailable.

Optional Prepayments. (a) The Borrower may, may at any time upon at least two (2) Business Days Days’ (one (1) Business Day for Revolving Loans) prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepaymentAgent, prepay the outstanding principal amount of any Advances Loans in whole or in partpart in an amount greater than or equal to $100,000, together with accrued interest to in each instance, without penalty or premium except as provided in Section 10.4. Optional partial prepayments of the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that Term Loan shall be applied in the case manner set forth in subsection 1.8(f) hereof. Optional partial prepayments of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, Term Loan in the case of Base Advances under the Loans, be in an aggregate principal amount of not amounts less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, shall not be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any permitted. (b) The notice of any prepayment is given, shall not thereafter be revocable by the principal amount stated therein, together with accrued interest on the amount prepaid Borrower and the amount, if any, due under Section 2.12 Agent will promptly notify each Lender thereof and Section 2.14 hereof, of such Lender’s Commitment Percentage of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of therein. Together with each prepayment prior to such date specifiedunder this Section 1.7, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure pay any amounts required pursuant to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim10.4. (bc) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan Borrower shall be determined permitted at any time and from time to time from and after the Restatement Effective Date, to reduce voluntarily the Swing Line Commitment in accordance with the minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof for each such reduction; provided , that the Borrower shall only be permitted to make two (2) such voluntary reductions in the Swing Line Commitment pursuant to the provisions of Section 2.13(f) hereofthis subsection 1.7(c). All prepayments requests for a reduction in the Swing Line Commitment shall be made by irrevocable written notice of the Borrower to Agent and the Swing Line Lender stating the amount and effective date of such reduction and shall be received by Agent and the Swing Line Lender not less than three (3) Business Days prior to the effective date of such reduction and Agent shall promptly notify each Lender thereof. All reductions in the Swing Line Commitment made pursuant to the terms of this Section 2.04 subsection 1.7(c) shall be first applied permanent. In addition to Base Advances then the foregoing, if and to LIBOR Advancesthe extent the Revolving Loan Commitment is reduced (whether pursuant to subsection 1.7(a) or otherwise to an amount less than the Swing Line Commitment, all without premium or penaltythe Swing Line Commitment shall automatically be reduced by an amount equal to the excess of the Swing Line Commitment over the Revolving Loan Commitment, except such that the Borrower must pay together with any such prepayments, any Consequential LossesSwing Line Commitment never exceeds the Revolving Loan Commitment.

Optional Prepayments. (ai) The At its option, the Borrower may, upon notice by the Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at least two Business Days prior written 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 to must be received by the Swing Line Lender and the Administrative Agent stating not later than 12:00 p.m. on the proposed date and aggregate principal amount of the prepayment, prepay the outstanding and (B) any such prepayment shall be in a minimum principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is giventhereof or, if less, the principal amount stated thereinof all outstanding Swing Line Loans. Each such notice shall specify the date and specify a minimum amount of such prepayment. If such notice is given by the Borrower, together with accrued interest on the amount prepaid Borrower shall make such prepayment and the amount, if any, due under Section 2.12 and Section 2.14 hereof, payment amount specified in such notice shall be due and payable on the date specified therein. (ii) At any time there are no Swing Line Loans outstanding, at their option, the Borrower may, without premium or penalty but subject to Section 2.13 in the case of LIBOR Loans, upon notice from the Borrower to the Administrative Agent no later than 12:00 p.m. on the date of prepayment, at any time or from time to time, voluntarily prepay the Base Rate Loans or LIBOR Loans in any Revolving Loan Borrowing in whole or in part without premium or penalty; provided, that any such prepayment shall be in a minimum principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof or, if less, the principal amount of all outstanding Revolving Loans. Each such notice shall specify the date and specify a minimum amount of such prepayment; provided, that if such prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR Loans, the Borrower shall be subject to the payments required by Section 2.13. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice unless shall be due and payable on the date specified therein. (iii) At its option, the Borrower revokes its noticemay, provided thatsubject to payment of the Prepayment Premium, if applicable, and further subject to Section 2.13 in the case of LIBOR Portions, upon notice from the Borrower to the Administrative Agent no later than 12:00 p.m. on the date of prepayment, prepay the Base Rate Portions or LIBOR Portions in a Term Loan Borrowing in whole or in part, in a minimum principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of such prepayment; provided, that if such prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR Loan or LIBOR Portion, the Borrower shall be subject to the payments required by Section 2.13. 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 any such notice may be conditioned on the effectiveness of new credit facilities that are contemplated to refinance the Obligations or on the consummation of an asset sale or capital raising event and may be revoked to the extent such condition is not satisfied. Unless an Event of Default has occurred and is continuing, all prepayments under this Section 2.06(b)(iii) shall be applied as directed by the Borrower or, if the Borrower revokes its notice fails to provide such direction (A) first, to prepay the remaining installments of prepayment prior principal on the Term Loans in direct order of application, (B) then to such date specified, prepay the Borrower shall reimburse Swing Line Loans to the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result extent Swing Line Loans are then outstanding without permanent reduction of the Borrower's failure Total Revolving Loan Commitment, (C) then to prepay. A certificate prepay the Revolving Loans to the extent Revolving Loans are then outstanding, without permanent reduction of each Lender claiming compensation the Total Revolving Loan Commitment and (D) otherwise, to Cash Collateralize the Obligations in an amount equal to the then Effective Amount of the L/C Obligations, without permanent reduction of the Total Revolving Loan Commitment. (iv) Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, prepayments under this Section 2.04(a), setting forth in reasonable detail 2.06(b) shall be applied to prepay the calculation principal amount of the additional amount or amounts outstanding Loans and L/C Borrowings and to be paid to it hereunder shall be presumptive evidence of Cash Collateralize the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined remaining L/C Obligations on a pro rata basis in accordance with the provisions then outstanding principal amount of Section 2.13(fthe Loans and L/C Obligations (with (x) hereof. All prepayments made pursuant the portion allocated to this Section 2.04 shall the Revolving Loans, Swing Line Loans and L/C Obligations to be applied first to prepay the Swing Line Loans in full, second to prepay the Revolving Loans in full and then to Cash Collateralize the Obligations in an amount equal to the then Effective Amount of all L/C Obligations and (y) the portion allocated to the Term Loans to be applied to Base Advances then to LIBOR Advances, all without premium or penalty, except prepay the Borrower must pay together with any such prepayments, any Consequential Lossesremaining installments of principal on the Term Loans (including the final installment) on a pro rata basis.

Optional Prepayments. (a) The Borrower Before May 14, 2003, the Company may on any one or more occasions redeem up to 35% of the $90,000,000 of aggregate principal amount of Notes issued under this Agreement in amounts equal to $1,000,000 or integral multiples thereof at a redemption price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more (x) Equity Offerings or (y) Vector Equity Offerings of an amount not less than $5,000,000; provided that: (i) at least 65% of the aggregate principal amount of Notes issued under this Agreement remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within forty-five (45) days of the date of the closing of the Equity Offering or Vector Equity Offering, as the case may be. (b) From and after May 14, 2003, the Company may, at its option, upon notice as provided below, prepay at least two Business Days prior written notice to Administrative Agent stating any time all, or part of, the proposed date Notes, in an amount not less than, in the case of a partial prepayment, the lesser of (x) $5,000,000 and (y) the aggregate principal amount of the prepaymentNotes then outstanding, prepay at a prepayment price of 100% of the outstanding aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the applicable prepayment date. The Company will give each Holder written notice of any Advances in whole or in part, together with accrued interest each prepayment under this Section 7.2 not less than thirty (30) days and not more than sixty (60) days prior to the date of fixed for such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advanceprepayment. Each such notice shall specify such date, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount and applicable Prepayment Premium of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, Notes to be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is givenprepaid on such date, the principal amount stated therein, together with accrued interest on the amount and applicable Prepayment Premium of each Note held by such Holder to be prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall interest to be due and payable paid on the prepayment date specified in with respect to such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment principal amount being prepaid. Two Business Days prior to such date specifiedprepayment, the Borrower Company shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by deliver to each Lender as a result of the Borrower's failure Holder whose Notes are to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail be redeemed an Officers' Certificate specifying the calculation of the additional amount or amounts interest to be paid to it hereunder shall be presumptive evidence such Holder as of the validity of such claimspecified prepayment date. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses."

Optional Prepayments. (a) The Borrower Subject to Section 3.4, the Company may, at any time or from time to time, subject to the concurrent payment of the Premium: (i) prepay Base Rate Loans upon at least two Business Days prior written irrevocable notice to the Administrative Agent stating the proposed date and aggregate principal amount of the not fewer than one (1) Business Day prior to such prepayment, prepay the outstanding principal amount of any Advances ratably as to each Lender, in whole or in part, together with accrued interest in aggregate minimum principal amounts of $100,000 or integral multiples thereof (unless the Effective Amount is less than $100,000, in which case such prepayments shall be equal to the aggregate unpaid principal amount of the Loans) plus all interest and expenses then outstanding on such Base Rate Loans, and (ii) prepay LIBO Rate Loans upon irrevocable notice to the Administrative Agent not fewer than three (3) Business Days prior to such prepayment, ratably as to each Lender, in whole or in part, in aggregate minimum principal amounts of $500,000 or integral multiples thereof (unless the Effective Amount is less than $500,000, in which case such prepayments shall be equal to the aggregate unpaid principal amount of the Loans), plus all interest and expenses then outstanding on such LIBO Rate Loans. Notwithstanding the forgoing, no payment shall be made pursuant to this Section 2.4 if (x) after giving effect to such payment, such payment would cause the Utilization Percentage to exceed 75% or (y) an Event of Default (as defined in the First Lien Credit Agreement) has occurred and is continuing under the First Lien Credit Agreement. Such notice of prepayment shall specify the date and amount of such prepayment on and the principal amount prepaid without premium or penalty other than any Consequential Loss; providedInterest Rate Type(s) of Loans to be prepaid. Notwithstanding anything to the contrary set forth in this Section 2.4, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment delivered by the Company may state that such notice is givenconditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the principal Company if such condition is not satisfied, but subject to the Company’s reimbursement obligations pursuant to Section 3.4 with respect to any funding losses incurred by any Lender as a result of such revocation. The Administrative Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender’s Pro Rata Share of such prepayment. The payment amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, specified in such notice shall be due and payable on the date specified in such notice unless the Borrower revokes its noticetherein, provided that, if the Borrower revokes its notice of prepayment prior together with accrued interest to each such date specifiedon the amount prepaid, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure applicable Premium, and any amounts required pursuant to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim3.4. (b) The application of prepayments made under this Section 2.04 as between the Revolver LoanFor purposes hereof, the Special Purpose Loan and the Term Loan “Premium” shall be determined in accordance with a cash amount equal to the provisions percentages of Section 2.13(f) hereof. All prepayments made pursuant principal amount of the Loans being prepaid set forth below: If prepaid after the Effective Date, but prior to this Section 2.04 shall be the first applied to Base Advances then to LIBOR Advances, all without premium anniversary of the Effective Date 1.0 % If prepaid on or penalty, except after the Borrower must pay together with any such prepayments, any Consequential Losses.first anniversary of the Effective Date 0.0 %

Optional Prepayments. (a) The Borrower mayshall have the right to prepay the Senior Loans at any time or from time to time, provided that: (i) the Borrower has obtained the specific prior approval of the Central Bank of Chile with respect to such prepayment and with respect to the fee referred to in clause (vi) of this Section 2.05(a); (ii) the Borrower shall give each Senior Lender notice of each such prepayment as provided in Section 4.04 of the IDB Loan Agreement and in Section 4.04 of the EDC Loan Agreement (and, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in any such notice unless of prepayment, the Borrower revokes its noticeamount to be prepaid shall become due and payable thereunder); (iii) Senior Loans may be prepaid only on an Interest Payment Date occurring after the first Principal Payment Date; (iv) one-half of the amount of the prepayment shall be made available to each Senior Lender and, provided that, if the Borrower revokes its notice of prepayment prior once paid to such date specifiedSenior Lender, shall be applied in accordance with Section 4.01(b) of the Senior Loan Agreement to which such Senior Lender is a party; (v) amounts prepaid under this Section 2.05 may not be reborrowed; (vi) in addition to any break-funding costs payable to either or both of the Senior Lenders incurred in connection with such prepayment, the Borrower shall reimburse pay to IDB a fee for any prepayment made pursuant to this Section 2.05 prior to the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result eighth Principal Payment Date in an amount equal to (A) 2.0% of the Borrower's failure amount of the IDB Loan prepaid during the period commencing on the first Principal Payment Date to prepay. A certificate but excluding the fourth Principal Payment Date or (B) 1.0% of the amount of the IDB Loan prepaid during the period commencing on the fourth Principal Payment Date to but excluding the eighth Principal Payment Date; and (vii) each Lender claiming compensation partial prepayment under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder 2.05 shall be presumptive evidence in an amount equal to $2,000,000 and, if greater, in incremental multiples of the validity of such claim$1,000,000. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan Notwithstanding clauses (ii) and the Term Loan shall be determined in accordance with the provisions (iii) of Section 2.13(f) hereof. All prepayments made 2.05(a), in the event that the Borrower desires to prepay Senior Loans without providing the notice required pursuant to this Section 2.04 shall be 2.05(a)(ii) or on any day which is not an Interest Payment Date occurring after the first applied Principal Date as required in Section 2.05(a)(iii). then the Borrower's right to Base Advances then prepay any Senior Loans is subject to LIBOR Advances, all without premium or penalty, except (i) the payment by the Borrower must pay together to each Senior Lender of an additional fee in Common Agreement an amount equal to the amount of interest which would have accrued on the amount of principal to be so prepaid during the immediately succeeding 60 days, and (ii) the Borrower's compliance with any such prepaymentsclauses (i), any Consequential Losses(iv), (v), (vi) and (vii) of Section 2.05(a).

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a -------- ------- Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice10:00 a.m. on the date of prepayment. Each partial prepayment shall, in the case of Base Advances under the LoansLoan, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the LoansLoan, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential LossesLosses identified at such time.

Optional Prepayments. (a) The Borrower mayFrom time to time KPOP may at its option prepay its Notes then outstanding, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to so long (unless such payment is a result of a Permitted Transfer) as the date aggregate amount of such prepayment all partial prepayments of principal concurrently paid on the principal amount prepaid without premium Notes equals $500,000 or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger higher integral multiple of $50,000 in excess 100,000, by giving each Holder written notice thereof andnot less than 30 days nor more than 60 days prior to the date fixed for such prepayment (the "Prepayment Date", in which date shall be a Business Day), which notice shall also specify the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple the Notes held by such Holder so to be prepaid and an estimate of $100,000 in excess thereof. If any notice the Applicable Premium Amount of prepayment is given, the principal amount stated therein, together with Notes to be so prepaid and accrued interest on due thereon, along with the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting computation thereof set forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimdetail. (b) The application KPP Companies shall deliver to all Holders, by facsimile transmission, with copies delivered by overnight delivery service with proof of prepayments made under this Section 2.04 as between delivery, on the Revolver Loansecond Business Day preceding the Prepayment Date a certificate signed by a principal financial officer of the Partnership setting forth the Applicable Premium Amount of the Notes held by all Holders to be so prepaid, which certificate shall set forth in reasonable detail the computation thereof. If the KPP Companies do not timely deliver such certificate to all Holders or if less than the Requisite Holders agree with the Partnership's calculation of the Applicable Premium Amount contained in such certificate, the Special Purpose Loan Requisite Holders may calculate or recalculate, as the case may be, the Applicable Premium Amount of the Notes held by all Holders to be so prepaid, which calculation shall be binding upon the KPP Companies and the Term Loan other Holders absent manifest error. (c) On the Prepayment Date, KPOP shall prepay to each Holder the principal amount of the Notes held by such Holder to be determined in accordance with so prepaid, the provisions of Section 2.13(f) hereof. All prepayments made pursuant interest accrued on such principal amount to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advancesthe Prepayment Date, all without premium or penaltyand the Applicable Premium Amount, except the Borrower must pay together with any such prepayments, any Consequential Lossesif any.

Optional Prepayments. (a) The Borrower may, upon may at least two Business Days prior written notice any time and from time to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, time prepay the outstanding principal amount of any Advances Term Loans, in whole or in part, together with accrued interest upon irrevocable notice delivered to the date of such prepayment on the principal amount prepaid without premium or penalty other Administrative Agent no later than any Consequential Loss; provided11:00 A.M., howeverNew York City time, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shallthereto, which notice shall specify the date and amount of such prepayment; provided that the Borrower concurrently pays all accrued and unpaid interest on the Term Loans prepaid and an amount equal to a percentage of the principal amount to be prepaid pursuant to this Section 2.6 (the “Applicable Premium”), such percentage to be that set forth in the case table below opposite the period in which the date fixed for such prepayment occurs: Closing Date through September 27, 2012 3 % September 29, 2012 through September 28, 2013 2 % September 29, 2013 through September 28, 2014 1 % September 29, 2014 and thereafter 0 % Upon receipt of Base Advances under any such notice the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereofAdministrative Agent shall promptly notify each Lender. If any such notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, specified in such notice shall be due and payable on the date specified in such notice unless the Borrower revokes its noticetherein, provided that, if the Borrower revokes its notice of prepayment prior together with accrued interest to such date specifiedon the amount prepaid. Partial prepayments of the Term Loans shall be in a minimum principal amount of $500,000 and in an integral multiple of $100,000 in excess thereof, or such lesser principal amount thereof as shall then be outstanding. Notwithstanding the foregoing, without limiting Borrower’s obligations under Section 2.7(c), (a) the Applicable Premium shall not be payable with respect to any prepayment required to be made pursuant to Section 2.7(c) and (b) on the Excess Cash Flow Application Date, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the may prepay an additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall up to a amount equal to the amount required to be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made prepaid pursuant to this Section 2.04 shall be first applied 2.7(c) without payment of the Applicable Premium on such additional amount prepaid; provided, however that both before and after giving effect to Base Advances then such prepayment and the prepayment required by Section 2.7(c), no Default or Event of Default pursuant to LIBOR AdvancesSections 7.1, all without premium 7.2, 7.3, 7.4 or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses7.5 has occurred and is continuing.

Optional Prepayments. (ai) The Borrower may, upon at least two Business Days Subject to prior written notice pursuant to Administrative Agent stating clause (ii) below, the proposed date and Company shall have the right to optionally prepay in whole or in part the outstanding principal amount of the Loan on any Business Day for an amount equal to the sum of (A) the aggregate principal amount of the prepaymentLoan being prepaid, prepay (B) any accrued but unpaid interest on the principal amount of the Loans being prepaid, (C) any applicable Yield Protection Premium, and (D) any other unpaid amounts then due and owing pursuant to this Agreement and the other Loan Documents, including any invoiced fees, costs, expenses and indemnities (other than inchoate indemnity and expense reimbursement obligations for which no claim has been made) (such aggregate amount, the “Prepayment Price”); provided that each partial prepayment of principal of the Loan shall be in an aggregate amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof (or, if less, the full remaining outstanding principal amount of any Advances in whole or in part, together with accrued interest the Loan). (ii) A notice of optional prepayment shall be effective only if received by the Lender not later than 2:00 p.m. (Eastern time) on a date not less than three (3) Business Days prior to the date proposed prepayment date; provided that a notice of optional prepayment may state that such prepayment on notice is conditional upon the principal amount prepaid without premium effectiveness of other credit facilities or penalty the receipt of the proceeds from the issuance of other than any Consequential Loss; providedindebtedness or the occurrence of some other identifiable event or condition, however, that in the which case of a prepayment of a Base Advance, the such notice of prepayment may be given revoked by telephone the Company (by 3:00 p.m. upon at least one Business Day notice to the Lender on or prior written noticeto the specified date of prepayment) if such condition is not satisfied. Each partial notice of optional prepayment shallshall specify the proposed prepayment date, the Prepayment Price (excluding amounts owing under clause (D) of the definition thereof, and in the case of Base Advances under any prepayment prior to the Loansfirst anniversary of the date hereof, be estimated based on the Treasury Rate then in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is giveneffect), the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid prepaid, and any conditions to it hereunder shall be presumptive evidence of the validity of such claimprepayment (if applicable). (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (ai) The Borrower may, upon at least two Business Days Subject to prior written notice pursuant to Administrative Agent stating clause (ii) below, the proposed date and Borrower shall have the right to optionally prepay in whole or in part the outstanding principal amount of the Loans on any Business Day for an amount equal to the sum of (A) the aggregate principal amount of the prepaymentLoans being prepaid, prepay the outstanding principal amount of (B) any Advances in whole or in part, together with accrued but unpaid interest to the date of such prepayment on the principal amount prepaid without premium or penalty of the Loans being prepaid, (C) any applicable Prepayment Fee and (D) if applicable, other than any Consequential Lossunpaid amounts then due and owing pursuant to this Agreement and the other Loan Documents (such aggregate amount, the “Prepayment Price”); provided, however, provided that in the case of a each partial prepayment of principal of Loans shall be in an aggregate amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof. (ii) A notice of optional prepayment shall be effective only if received by the Administrative Agent not later than 2:00 p.m. (Eastern time) on a Base Advancedate not less than two (2) (nor more than five (5)) Business Days prior to the proposed prepayment date; provided that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, the in which case such notice of prepayment may be given revoked by telephone the Borrower (by 3:00 p.m. upon at least one Business Day notice to the Administrative Agent on or prior written noticeto the specified date of prepayment) if such condition is not satisfied. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of optional 268911794 v5 ​ ​ ​ prepayment is givenshall specify the proposed prepayment date, the Prepayment Price, the principal amount stated therein, together with accrued interest on the amount to be prepaid and the amount, any conditions to prepayment (if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(aapplicable), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Each Borrower may, upon at least two Business Days prior written Days’ notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepaymentAgent, prepay the outstanding principal amount of any Advances Base Rate Loans made to such Borrower, in whole or from time to time in part, in amounts aggregating for all Base Rate Loans of such Borrower being prepaid at the same time JPY 1,000,000 or more, by paying the principal amount to be prepaid together with accrued interest thereon to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticeprepayment. Each partial such optional prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on applied to prepay ratably the date specified Loans of the several Lenders included in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice Group of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount Loans or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimBorrowing. (b) The application Each Borrower may, upon at least four Business Days’ notice to Administrative Agent, pay all or any portion of prepayments any T▇▇▇▇ ▇▇▇▇ made under this to such Borrower as of the last day of the Interest Period applicable thereto in amounts aggregating for all T▇▇▇▇ ▇▇▇▇▇ of such Borrower being prepaid at the same time JPY 75,000,000 or more. Except as provided in Article VIII and except with respect to any T▇▇▇▇ ▇▇▇▇ which has been converted to a Base Rate Loan pursuant to Section 2.04 8.2, 8.3 or 8.5 hereof, a Borrower may not prepay all or any portion of the principal amount of any T▇▇▇▇ ▇▇▇▇ made to such Borrower prior to the end of the Interest Period applicable thereto unless such Borrower shall also pay any applicable expenses pursuant to Section 2.11. Each such optional prepayment shall be in the amounts set forth in Section 2.9(a) above and shall be applied to prepay ratably the Loans of the Lenders included in any TIBOR Group of Loans, except that any T▇▇▇▇ ▇▇▇▇ which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.5 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. (c) Any Borrower may at any time return any undrawn Letter of Credit issued for the account of such Borrower to the Fronting Lender in whole, but not in part, and the Fronting Lender within a reasonable period of time shall give Administrative Agent and each of the Lenders notice of such return. (d) Prologis may at any time and from time to time cancel all or any part of the Commitments by the delivery to Administrative Agent of a notice of cancellation within the applicable time periods set forth in Sections 2.9(a) and (b) if there are Loans then outstanding or, if there are no Loans outstanding at such time as between to which the Revolver LoanCommitments with respect thereto are being canceled, upon at least four Business Days’ notice to Administrative Agent, whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the applicable Lenders, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding, the Special Purpose Loan and the Term Loan applicable Borrowers shall be determined prepay all or such portion of Loans outstanding on such date in accordance with the provisions requirements of Section 2.13(f2.9(a) and (b). In no event shall Prologis be permitted to cancel Commitments for which a Letter of Credit has been issued and is outstanding unless the applicable Borrower for whose account such Letter of Credit was issued returns (or causes to be returned) such Letter of Credit to the Fronting Lender. Prologis shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (e) Any amounts so prepaid pursuant to Section 2.9(a) or (b) may be reborrowed. In the event Prologis elects to cancel all or any portion of the Commitments pursuant to Section 2.9(d) hereof. All prepayments made pursuant to this Section 2.04 shall , such amounts may not be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesreborrowed.

Optional Prepayments. (a) The Borrower mayIn addition to the payments required by Section 10.1, Section 10.2, and Section 10.3, upon compliance with Section 10.5 the Company shall have the privilege, at least any time and from time to time, of prepaying the outstanding Senior Notes (except the Series CMW Senior Notes, unless all such other Senior Notes have been prepaid in full), either in whole or in part (but if in part then in a minimum principal amount of $1,000,000), and ratably among all outstanding Senior Notes (except the Series CMW Senior Notes, unless all such other Senior Notes have been prepaid in full) and in any event then ratably within each Series by payment of the principal amount of the Senior Notes (except the Series CMW Senior Notes, unless all such other Senior Notes have been prepaid in full), or portion thereof to be prepaid, and accrued interest thereon to but excluding the date of such prepayment, together with, in the case of a MWA Senior Note, the Make-Whole Amount, if any, determined as of two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior pursuant to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim10.4. (b) The application of prepayments made under this Section 2.04 as between the Revolver LoanIf, on or prior to January 31, 2010, the Special Purpose Loan and Company prepays all of the Term Loan Senior Notes then outstanding, then (i) the amount required to be paid to each Noteholder on the proposed prepayment date shall be determined reduced, without any further action on the part of the parties hereto, by an amount equal to the amount of such Noteholder’s pro rata share of the Contingent Restructuring Fee received pursuant to Section 5.14(e)(ii); it being understood that, notwithstanding the foregoing, prior to any such reduction, the entire outstanding principal amount of the Senior Notes (without giving effect to amounts received as the Contingent Restructuring Fee) shall continue to accrue interest in accordance with Section 9; and (ii) each Holder of the provisions MWA Senior Notes shall receive a payment equal to the amount of Section 2.13(f) hereof. All prepayments made the Make-Whole Amount which would have been due on August 10, 2009 with respect to the principal amount of such ▇▇▇▇▇▇’s Existing Notes had all Existing Notes been prepaid in full on August 10, 2009 pursuant to Section 2.2 of each of the Existing Note Agreements, less any Make-Whole Amount previously received by such Holder in respect of such Holder’s MWA Senior Notes, it being understood that any payment received pursuant hereto shall be in lieu of any Make-Whole Amount otherwise payable to such Holders. Notwithstanding anything in this Agreement to the contrary, no holder of MWA Senior Notes that receives a payment in accordance with this Section 2.04 10.4(b)(ii) shall be first applied entitled to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with receive any additional Make-Whole Amount on such prepaymentsNoteholder’s MWA Senior Notes. (c) If, any Consequential Lossesof the Senior Notes remain outstanding as of February 1, 2010, then the amount equal to the portion of the Contingent Restructuring Fee received by each Noteholder pursuant to Section 5.14(e)(ii) shall be retained by such Noteholder as a restructuring fee. For the avoidance of doubt, such retained restructuring fee shall not reduce the principal amount of the Senior Notes then outstanding.

Optional Prepayments. (a) The Borrower Borrowers may, upon at least two three Business Days prior written Days' notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepaymentAgent, prepay pro rata among the Lenders the outstanding principal amount of any Advances Advance (other than any Swing Line Advance or Revolving Advance made by the Issuing Bank (resulting from a drawing under a Letter of Credit) not participated to any other Lender, in which case, such prepayment shall not be made on a pro rata basis) in whole or in part, together part with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Lossprepaid; providedPROVIDED, howeverHOWEVER, that in the case event that any Lender receives payment of a prepayment the principal of a Base Advanceany LIBO Rate Advance other than on the last day of the Interest Period relating to such LIBO Rate Advance (whether due to prepayments made by any Borrower, or due to acceleration of the Advances, or due to any other reason), the notice Borrowers shall pay to such Lender on demand any amounts owing pursuant to Section 10.3, PROVIDED, FURTHER, that to the extent any Borrower prepays any Incremental Term Loan, such amount shall not be available to be reborrowed and shall be applied on a pro rata basis to all Incremental Term Loans comprising such Tranche and to the installments of the such Incremental Term Loans as set forth in the Notice of Incremental Term Loan Borrowing governing such Tranche in the inverse order of maturity; and PROVIDED, FURTHER, that each optional prepayment may shall be given by telephone by 3:00 p.m. upon in the amount of at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimU.S.$1,000,000. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (ai) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount Borrowers may prepay all or part of the prepayment, prepay the outstanding principal amount of any Advances Base Rate Advance(s) of the Revolving Credit at any time, provided that, in whole the case of any partial prepayment, unless the “Sweep to Loan” system shall be in effect in respect of the Revolving Credit, after giving effect to such partial prepayment, the aggregate balance of Base Rate Advance(s) of the Revolving Credit remaining outstanding shall be at least Five Hundred Thousand Dollars ($500,000), and (ii) subject to Section 2.10(c) hereof, the Borrowers may prepay all or in part, together with accrued interest part of the outstanding principal of any Eurodollar-based Advance of the Revolving Credit at any time (subject to not less than five (5) Business Days’ notice to the date Agent) provided that, in the case of any partial prepayment, after giving effect to such partial prepayment, the unpaid portion of such prepayment on Advance which is to be refunded or converted under Section 2.3 hereof shall be at least Two Hundred Fifty Thousand Dollars ($250,000). (i) The Borrowers may prepay all or part of the outstanding principal amount prepaid without premium or penalty other than of any Consequential Loss; providedSwing Line Advance carried at the Base Rate at any time, however, provided that in the case of a prepayment of a Base Advanceany partial prepayment, after giving effect to such partial prepayment, the notice aggregate balance of prepayment may such Base Rate Advances remaining outstanding shall be given by telephone by 3:00 p.m. upon at least Two Hundred Fifty Thousand Dollars ($250,000) and (ii) subject to Section 2.10(c) hereof, the Borrowers may prepay all or part of the outstanding principal of any Swing Line Advance carried at the Quoted Rate at any time (subject to not less than one Business Day prior written notice. Each partial prepayment shall(1) day’s notice to the Swing Line Lender) provided that, in the case of Base Advances under the Loansany partial prepayment, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is givenafter giving effect to such partial prepayment, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, aggregate balance of Swing Line Advances remaining outstanding shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(aat least Two Hundred Fifty Thousand Dollars ($250,000), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (bc) The application Any prepayment of prepayments a Base Rate Advance made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with this Section shall be without premium or penalty and any prepayment of any other type of Advance shall be subject to the provisions of Section 2.13(f) 11.1 hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all but otherwise without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount of LIBOR Advances prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a -------- ------- prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 12:00 p.m. upon at least one Business Day prior written noticecentral standard time on the date of prepayment. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount of LIBOR Advances prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, ------------- if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Swingline Loan, the Special Purpose Revolver A Loan, the Revolver B Loan and the Term Working Line Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 (other than to the Swingline Loan) shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses. After (i) the Conversion Date, and (ii) the Option Date (if the Borrower and the SuperMajority Lenders did not agree to an Extension Option), Working Line Advances prepaid hereunder may not be reborrowed.

Optional Prepayments. (a) The Either Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a -------- ------- Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice12:00 noon on the date of prepayment. Each partial prepayment shall, in the case of Base Advances under the LoansLoan, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the LoansLoan, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Domestic Revolver Loan, the Special Purpose Loan and the Term Foreign Revolver Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the applicable Borrower must pay together with any such prepayments, any Consequential LossesLosses identified at such time.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent Lender stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any Consequential Loss, but without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice10:00 a.m. on the date of prepayment. Each partial prepayment shall, in the case of Base Advances under Advances, be in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $50,000 in excess thereof and, in the Loanscase of LIBOR Advances, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 2.11 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent Lender for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepayrepay. A certificate of each Lender claiming compensation under this Section 2.04(a2.4(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application As a condition precedent to any prepayment herein, each prepayment must be in the amount of prepayments made under this Section 2.04 as between 100% of the Revolver Loanprincipal amount to be prepaid, plus accrued interest thereon, plus any other sums that have become due to Administrative Lender and Lenders hereunder on or before the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advancesprepayment date but have not been paid, all without premium or penalty, except the Borrower must pay together with any such prepayments, plus any Consequential LossesLoss.

Optional Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, given not later than 9:00 a.m. (London time) at least two three Business Days prior written before the proposed date of prepayment by telephone (to be confirmed immediately in writing), telecopier or telex, stating in such notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall prepay the outstanding principal amount of any the Advances made as part of the same Borrowing in whole or in part (and if in part, in an aggregate amount not less than 10,000,000 Euro (and in integral multiples of 5,000,000 Euro in excess thereof) (or the Approximate Equivalent Amounts if such Advances are denominated in Agreed Currencies other than Euro)), by paying the principal amount to be prepaid together with accrued interest thereon and other amounts then due and owing, if any, hereunder to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Advances of the several Banks included in such Borrowing. If the Borrower prepays any Borrowing on the principal amount prepaid without premium or penalty any day other than any Consequential Loss; provided, however, that in the case last day of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specifiedInterest Period therefor, the Borrower shall reimburse the Administrative Agent each Bank for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this losses, costs and expenses contemplated in Section 2.04(a9.04(b), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application Upon receipt of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions a notice of Section 2.13(f) hereof. All prepayments made prepayment pursuant to this Section 2.04 3.12, the Administrative Agent shall be first applied to Base Advances then to LIBOR Advancespromptly notify each Bank of the contents thereof and of such Bank’s ratable share, all without premium or penaltyif any, except the Borrower must pay together with any of such prepayments, any Consequential Lossesprepayment.

Optional Prepayments. (ai) The Borrower may, upon shall have the right at least two Business Days prior written notice any time and from time to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, time to prepay the outstanding principal amount of any Advances Borrowing in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty penalty, subject to the requirements of this Section; provided that, if a Eurocurrency Loan is prepaid on any day other than any Consequential Loss; provided, however, that in the case last day of a prepayment of a Base Advancethe Interest Period applicable thereto, the notice Borrower shall also pay any amounts owing pursuant to Section 2.16. Partial prepayments of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, Loans shall be in an aggregate principal amount of not less than $100,000 500,000 or a larger integral whole multiple of $50,000 thereof. (ii) Notwithstanding anything to the contrary herein, so long as no Default has occurred and is continuing or would result therefrom, the Borrower may prepay outstanding Loans pursuant to this Section 2.11(a) (any such prepayment, an “Auction Prepayment”) on the following basis (the transactions described in excess thereof andthis Section 2.11(a)(ii), in collectively, the case of LIBOR Advances under “Auction Prepayment Transactions”): (A) The Borrower may notify the Loans, be Administrative Agent and the Lenders (an “Auction Prepayment Notice”) that the Borrower desires to prepay the Loans with cash proceeds in an aggregate principal amount of specified by the Borrower (which amount shall be not less than $500,000 or 10,000,000 in the aggregate in each case; each, an “Auction Prepayment Amount”) at a larger integral multiple price (which shall be within a range (the “Range”) to be specified by the Borrower with respect to each Auction Prepayment ) equal to a percentage of $100,000 in excess thereof. If any notice par (the “Payment Percentage”) of prepayment is given, the principal amount stated thereinof the Loans to be prepaid; provided that (I) the aggregate cash amount paid out of pocket by the Borrower for all Auction Prepayments shall not exceed $125,000,000 during the term of this Agreement (excluding any other voluntary or involuntary prepayments of Loans in accordance with this Agreement, together any accrued interest payable in connection with an Auction Prepayment, or any fees payable in connection therewith), (II) other than prepayments required pursuant to the terms of Section 7.04(e), no more than three Auction Prepayment Transactions (counting transactions closing on or about the same date as one transaction) may be consummated, (III) no Borrowings shall be made hereunder with the intent to finance an Auction Prepayment (it being understood that the existence of any borrowed or outstanding Loans at or about the time of any such repurchase, if such Loans were not intended to be used to fund any Auction Prepayment, shall not, in and of itself, mean that such repurchase is being funded with the proceeds of Loans), (IV) automatically and without the necessity of any notice or any other action, all principal and accrued and unpaid interest on the amount Loans so prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due deemed to have been paid for all purposes and payable on shall be cancelled and no longer outstanding for all purposes of this Agreement and all other Loan Documents and (V) at the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice time of prepayment prior to such date specifieddelivery of any Auction Prepayment Notice, the Borrower shall reimburse furnish to the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by and each Lender as a certificate signed by a Responsible Officer stating that no Default or Event of Default has occurred and is continuing or would result of from the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimproposed Auction Prepayment. (bB) The application of prepayments made under this Section 2.04 as between the Revolver LoanIn connection with an Auction Prepayment, the Special Purpose Loan and Borrower shall allow each Lender to specify a Payment Percentage (the Term Loan “Acceptable Payment Percentage”) for a principal amount (subject to rounding requirements specified by the Administrative Agent) of Loans at which such Lender is willing to permit such Auction Prepayment (it being understood that no Lender shall be determined required to specify a Payment Percentage or permit such Auction Prepayment with respect to the Loans held by it). Based on the Acceptable Payment Percentages and principal amounts of Loans specified by Lenders, the applicable Payment Percentage (the “Applicable Payment Percentage”) for the Auction Prepayment shall be the lowest Acceptable Payment Percentage at which the Borrower can complete the Auction Prepayment for the applicable Auction Prepayment Amount that is within the applicable Range; provided, that if the offers received from Lenders are insufficient to allow the Borrower to complete the Auction Prepayment for the applicable Auction Prepayment Amount, then the Applicable Payment Percentage shall instead be the highest Acceptable Payment Percentage that is within the applicable Range. The Borrower shall prepay Loans (or the respective portions thereof) offered by Lenders at the Acceptable Payment Percentages specified by each such Lender that are equal to or less than the Applicable Payment Percentage (“Qualifying Loans”) by remitting an amount to each Lender to be prepaid equal to the product of the face amount, or par, of the Loan being prepaid multiplied by the Applicable Payment Percentage; provided that if the aggregate cash proceeds required to prepay Qualifying Loans (disregarding any interest payable under Section 2.11(a)(ii)(C) or any fees payable in accordance with connection therewith) would exceed the provisions applicable Auction Prepayment Amount for such Auction Prepayment, the Borrower shall prepay such Qualifying Loans at the Applicable Payment Percentage ratably based on the respective principal amounts of Section 2.13(fsuch Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). (C) hereof. All prepayments made Loans prepaid by the Borrower pursuant to this Section 2.04 2.11(a)(ii) shall be first applied to Base Advances then to LIBOR Advancesaccompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, all without premium or penaltybut not including, except the date of prepayment. (D) All Loans prepaid by the Borrower must pay together pursuant to this Section 2.11(a)(ii) shall result in a concurrent permanent reduction of the related Commitments at par in accordance with any such prepaymentsSection 2.09(b). (E) Each Auction Prepayment shall be consummated pursuant to procedures (including as to timing, any Consequential Lossesrounding and minimum amounts, Type and Interest Periods of accepted Loans, irrevocability of Auction Prepayment Notice and other notices by the Borrower and Lenders and determination of Applicable Payment Percentage) established by the Administrative Agent in consultation with the Borrower.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice Company shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances Loans in whole or in part, together with accrued interest part from time to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Losstime; provided, however, that (i) each partial prepayment of any Base Rate Loan shall be in the case a minimum principal amount of a (i) $100,000 and integral multiples of $100,000 in excess thereof, (ii) each partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, Swingline Loan shall be in an aggregate a minimum principal amount of not less than $100,000 or a larger and integral multiple multiples of $50,000 100,000 in excess thereof and, in the case and (iii) each partial prepayment of LIBOR Advances under the Loans, a LIBO Rate Loan shall be in an aggregate a minimum principal amount of not less than $500,000 or a larger 100,000 and integral multiple multiples of $100,000 in excess thereof. If any The Company shall notify the Agent of such prepayment by written notice in the form of prepayment is givenExhibit 2.6(a) (a “Notice of Prepayment”). The Company shall give three Business Days’ irrevocable notice in the case of LIBO Rate Loans and one Business Day’s irrevocable notice in the case of Base Rate Loans, to the Agent (which shall notify the Lenders thereof as soon as practicable). Amounts prepaid under this Section shall be applied to the outstanding Loans as the Company may elect. Within the foregoing parameters, prepayments under this Section 2.6(a) shall be applied first to Base Rate Loans and then to LIBO Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.6(a) shall be subject to Section 2.15, but otherwise without premium or penalty. Interest on the principal amount stated thereinprepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, together with accrued at the request of the Agent, interest on the principal amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on any date that a prepayment is made hereunder through the date specified in such notice unless of prepayment. Amounts prepaid on the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to Loans may be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined reborrowed in accordance with the provisions of Section 2.13(f) terms hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (ai) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount Borrowers may prepay all or part of the prepayment, prepay the outstanding principal amount of any Advances Base Rate Advance(s) of the Revolving Credit at any time, provided that, in whole the case of any partial prepayment, unless the “Sweep to Loan” system shall be in effect in respect of the Revolving Credit, after giving effect to such partial prepayment, the aggregate balance of Base Rate Advance(s) of the Revolving Credit remaining outstanding shall be at least Five Hundred Thousand Dollars ($500,000), and (ii) subject to Section 2.10(c) hereof, the Borrowers may prepay all or in part, together with accrued interest part of the outstanding principal of any Term SOFR Advance of the Revolving Credit at any time (subject to not less than five (5) Business Days’ notice to the date Agent) provided that, in the case of any partial prepayment, after giving effect to such partial prepayment, the unpaid portion of such prepayment on Advance which is to be refunded or converted under Section 2.3 hereof shall be at least Two Hundred Fifty Thousand Dollars ($250,000). (i) The Borrowers may prepay all or part of the outstanding principal amount prepaid without premium or penalty other than of any Consequential Loss; providedSwing Line Advance carried at the Base Rate at any time, however, provided that in the case of a prepayment of a Base Advanceany partial prepayment, after giving effect to such partial prepayment, the notice aggregate balance of prepayment may such Base Rate Advances remaining outstanding shall be given by telephone by 3:00 p.m. upon at least Two Hundred Fifty Thousand Dollars ($250,000) and (ii) subject to Section 2.10(c) hereof, the Borrowers may prepay all or part of the outstanding principal of any Swing Line Advance carried at the Quoted Rate at any time (subject to not less than one Business Day prior written notice. Each partial prepayment shall(1) day’s notice to the Swing Line Lender) provided that, in the case of Base Advances under the Loansany partial prepayment, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is givenafter giving effect to such partial prepayment, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, aggregate balance of Swing Line Advances remaining outstanding shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(aat least Two Hundred Fifty Thousand Dollars ($250,000), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (bc) The application Any prepayment of prepayments a Base Rate Advance made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with this Section shall be without premium or penalty and any prepayment of any other type of Advance shall be subject to the provisions of Section 2.13(f) 11.1 hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all but otherwise without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (aSubject to any break funding costs payable pursuant to Section 5.02 and prior notice in accordance with Section 3.04(b) The and subject to the Intercreditor Agreement, the Borrower may, upon at least two Business Days prior written notice shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of Loans at any Advances time and from time to time in whole or in part, together with accrued interest as follows: (i) at any time during the period commencing on the Effective Date but prior to the date first anniversary of such prepayment on the Effective Date, the Loans may be prepaid in whole or in part so long as the principal amount prepaid without is accompanied by a premium or penalty other equal to the Make-Whole Amount applicable to such principal amount prepaid; provided that if such principal amount being prepaid is greater than $40,000,000, then such Make-Whole Amount shall only be applicable to $40,000,000 and the remaining amount shall have no premium applied thereto; (ii) at any Consequential Loss; provided, however, that in time during the case period commencing on the first anniversary of a prepayment the Effective Date but prior to the second anniversary of a Base Advancethe Effective Date, the notice of prepayment Loans may be given prepaid in whole or in part so long as the principal amount prepaid is accompanied by telephone a premium equal to 2.0% of such amount prepaid; provided that if such principal amount being prepaid is greater than $40,000,000, then such premium shall only be applicable to $40,000,000 and the remaining amount shall have no premium applied thereto; (iii) at any time during the period commencing on the second anniversary of the Effective Date but prior to the third anniversary of the Effective Date, the Loans may be prepaid in whole or in part so long as the principal amount prepaid is accompanied by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shalla premium equal to 1.0% of such amount prepaid; provided that if such principal amount being prepaid is greater than $40,000,000, then such premium shall only be applicable to $40,000,000 and the remaining amount shall have no premium applied thereto; provided that, in the case of Base Advances under the Loans, any event each prepayment pursuant to this Section 3.04 shall be in an aggregate principal amount of not less than $100,000 500,000 or a larger integral any whole multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount of LIBOR Advances prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a -------- ------- prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 12:00 p.m. upon at least one Business Day prior written noticecentral standard time on the date of prepayment. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount of LIBOR Advances prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, ------------- if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) 1. The Borrower mayshall have the right, upon at least two Business Days prior written notice its election, to Administrative Agent stating prepay the proposed date and aggregate principal outstanding amount of the prepaymentLoans, prepay as a whole but not in part (except as otherwise specifically provided herein), at any time after the outstanding principal amount Lockout Expiration Date, provided (i) written notice of any Advances in whole or in part, together with accrued interest such prepayment specifying the date of prepayment is received by Agent not more than sixty (60) days and not less than twenty (20) days prior to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; providedprepayment, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of (ii) such prepayment is given, the principal amount stated therein, together with accompanied by all interest accrued hereunder (including without limitation all interest on the amount prepaid and the amount, if any, due under Section 2.12 2.3(b)(ii)) and Section 2.14 hereof, shall be all other sums due and payable on hereunder or under the other Loan Documents as of the date specified in of such notice unless the Borrower revokes its noticeprepayment, provided that, and (iii) if the Borrower revokes its notice of such prepayment occurs on or prior to such date specifiedthe Yield Maintenance Expiration Date, the Borrower shall reimburse the Administrative Agent is paid for the account of the Banks a prepayment fee in an amount equal to the positive excess of (A) the present value ("PV") of all Lenders future installments of principal and interest due under the Notes including the principal amount due at maturity, assuming for all Consequential Losses suffered the purposes hereof that the Notes were due and payable in full on the Yield Maintenance Expiration Date (collectively, "All Future Payments"), determined by each Lender discounting the same at an interest rate per annum equal to the sum of (1) the Treasury Constant Maturity Yield Index published during the second full week preceding the date on which such premium is payable for instruments having a maturity coterminous with the Yield Maintenance Expiration Date, and (2) two hundred (200) basis points for any period through and including May 1, 2003 and three hundred (300) basis points for any period thereafter over (B) the principal amount of the Notes outstanding immediately before such prepayment [(PV of All Future Payments) - (principal balance at time of prepayment) = prepayment fee]. "Treasury Constant Maturity Yield Index" shall mean the average yield for "This Week" as reported by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519). If there is no Treasury Constant Maturity Yield Index for instruments having a maturity coterminous with the Yield Maintenance Expiration Date, then the index shall be equal to the weighted average yield to maturity of the Treasury Constant Maturity Yield Indices with maturities next longer and shorter than such remaining average life to the Yield Maintenance Expiration Date, calculated by averaging (and rounding upward to the nearest whole multiple of 1/100 of 1% per annum, if the average is not such a multiple) the yields of the relevant Treasury Constant Maturity Yield indices (rounded, if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or above rounded upward). In the event that any prepayment fee is due hereunder, Agent shall deliver to Borrower a statement not less than five (5) days prior to the proposed date of prepayment setting forth the amount and determination of the prepayment fee, and, provided that Agent shall have in good faith applied the formula described above, Borrower shall not have the right to challenge the calculation or the method of calculation set forth in any such statement in the absence of manifest error, which calculation may be made by Agent on any day preceding the date of such prepayment and prior to the delivery of such notice by Agent to the Borrower. Neither Agent nor any Bank shall be obligated or required to have actually reinvested the prepaid principal balance at the Treasury Constant Maturity Yield or otherwise as a result condition to receiving the prepayment fee. No prepayment fee or premium shall be due or payable in connection with any prepayment of the Borrower's failure indebtedness evidenced by the Notes made after the Yield Maintenance Expiration Date (provided that after the Yield Maintenance Expiration Date the Borrower shall be required to prepay. A certificate of each Lender claiming compensation under this pay any amounts due pursuant to Section 2.04(a3.3(d)), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The except as otherwise provided below, upon prepayment resulting from application of prepayments made under insurance or condemnation proceeds as provided in this Section 2.04 as between Agreement at any time during the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesloan term.

Optional Prepayments. (a) The To the extent that the Borrower may, upon at least two Business Days prior written notice is not required to Administrative Agent stating apply an optional prepayment to prepay the proposed date and aggregate principal amount First Lien Term Loans pursuant to the terms of the prepaymentFirst Lien Term Loan Agreement, the Borrower may at any time and from time to time prepay the outstanding principal amount of any Advances Loans, in whole or in part, together with accrued interest subject to the date paragraph (b) of such prepayment on the principal amount prepaid this Section, but otherwise without premium or penalty other than any Consequential Loss; providedpenalty, however, that upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon Eurodollar Loans and at least one Business Day prior written notice. Each partial prepayment shall, thereto in the case of Base Advances under the Rate Loans, be in an aggregate principal which notice shall specify the date and amount of not less prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided that if a Eurodollar Loan is prepaid on any day other than $100,000 or a larger integral multiple the last day of $50,000 in excess thereof andthe Interest Period applicable thereto, in the case Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of LIBOR Advances under any such notice the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, specified in such notice shall be due and payable on the date specified in such therein (but which notice unless the Borrower revokes its noticemay be subject to funding under one or more replacement facilities), provided that, if the Borrower revokes its notice of prepayment prior together with accrued interest to such date specifiedon the amount prepaid. Optional prepayments of Loans shall be applied pro rata against the remaining installments thereof. Optional partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or any integral multiple of $500,000 in excess thereof. To the extent set forth therein, amounts prepaid pursuant to this Section 2.11 shall be applied as set forth in Section 2.12(b). (a) In the event that Loans are prepaid in whole or in part pursuant to paragraph (a) of this Section or pursuant to Section 2.12, in each case, on or prior to the third anniversary of the Closing Date, the Borrower shall reimburse pay to the Administrative Agent for Lenders a prepayment fee (a “Prepayment Fee”) on the account of all Lenders for all Consequential Losses suffered by each Lender principal amount so prepaid, as a result follows: Relevant Period of the Borrower's failure principal amount so prepaid On or prior to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation first anniversary of the additional amount Closing Date (if such prepayment is made with LA Asset Sale Proceeds) 1 % On or amounts prior to be paid to it hereunder shall be presumptive evidence the first anniversary of the validity of Closing Date (if such claim. (b) The application of prepayments prepayment is made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance other than with the provisions LA Asset Sale Proceeds) 2 % On or prior to the second anniversary of Section 2.13(f) hereof. All prepayments made pursuant the Closing Date but after the first anniversary of the Closing Date 2 % On or prior to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.third anniversary of the Closing Date but after the second anniversary of the Closing Date 1 %

Optional Prepayments. (a) The Subject to the limitations set forth in this Section 2.10(a), the Borrower may, may at any time upon at least two Business Days prior written notice to Administrative the Agent, the Servicing Agent stating the proposed date and aggregate principal amount each of the prepayment, Lenders prepay all or any portion of the outstanding balance of the principal amount of any Advances in whole Floating-Rate Advance or in partFixed-Rate Advance, together with accrued interest which notice shall be given at least (2) Business Days prior to the proposed date of such prepayment, in the case of the prepayment of any Floating-Rate Advance, and at least five (5) Business Days prior to the proposed date of such prepayment on the principal amount prepaid without premium or penalty other than of any Consequential LossFixed-Rate Advance; provided, however, that in the case of a prepayment of a Base Advanceevent that any Advances (other than Discretionary Non-Ratable Advances) are outstanding, the notice Borrower may make prepayments in respect of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticeDiscretionary Non-Ratable Advances only out of Collections received into the Collection Account in respect of Purchased Settlements purchased with the proceeds of Discretionary Non-Ratable Advances or the proceeds of any life insurance policy relating to any Non-Guaranteed Settlement. Each partial such prepayment shall, shall (i) be accompanied by (x) the payment of all accrued but unpaid interest on the amounts to be so prepaid and (y) in the case of Base Advances under the Loansprepayment of any Fixed-Rate Advance, any Breakage Costs required to be paid in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 connection therewith as set forth in excess thereof andSection 2.10(b), and (ii) in the case of LIBOR any prepayment of less than the aggregate balance of all Advances under the Loansthen outstanding, be in an aggregate principal a minimum amount of not less than $500,000 500,000. Floating-Rate Advances may be prepaid without premium or a larger integral multiple of $100,000 in excess thereof. penalty. (b) If any notice portion of prepayment any Fixed-Rate Advance is givenrepaid prior to the last date of the Fixed-Rate Interest Period applicable thereto for any reason whatsoever (including, without limitation, the principal amount stated thereinacceleration of the Obligations in accordance with Section 6.2(a) or the required prepayment thereof pursuant to Section 2.11(b)), together with accrued interest on or the amount prepaid and the amountBorrower shall fail, if anyfor any reason, due under Section 2.12 and Section 2.14 hereof, shall be due and payable to borrow any proposed Fixed-Rate Advance on the date specified in such notice unless the Borrower revokes its noticeapplicable Notice of Borrowing (including without limitation, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of satisfy any conditions precedent to such borrowing), the Borrower shall reimburse each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimon demand for any Breakage Costs incurred. (bc) The application of prepayments made under this Section 2.04 as between If the Revolver LoanBorrower desires to terminate any Fixed-Rate Advance prior to the agreed-upon termination date, the Special Purpose Loan and Borrower may request that each Lender provide an indicative quotation of the Term Loan amount that such Lender would charge or pay the Borrower to agree to terminate such Fixed-Rate Advance. If the Borrower elects to terminate such Fixed-Rate Advance, the Borrower shall pay a Lender the applicable amount determined in a commercially reasonable manner by such Lender in such Lender's sole discretion, notwithstanding that any such amount may be determined different than the amount quoted by such Lender in accordance with the provisions first sentence of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses2.10(c).

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice10:00 a.m. on the date of prepayment. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the LoansAdvances, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $50,000 in excess thereof (or, with respect to a Swingline Advance, in the full amount of such Swingline Advance) and, in the case of LIBOR Advances, be in an aggregate principal amount of not less than $5,000,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (bSECTION 7. Amendment of Section 2.05(e). Section 2.05(e) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan Credit Agreement shall be deleted in its entirety and the Term Loan following Section 2.05(e) shall be determined substituted in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.its stead:

Optional Prepayments. (a) The Borrower may, upon at least two notice to the Administrative Agent, given not later than 9:00 a.m. (Chicago time) on the proposed date of prepayment, in the case of prepayment of an Advance in Dollars, and 10:00 a.m. (London time) three Business Days prior written before the proposed date of prepayment, in the case of prepayment of an Advance in an Agreed Currency other than Dollars, by telephone (to be confirmed immediately in writing) or facsimile, stating in such notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall prepay the outstanding principal amount of any the Syndicated Advances made as part of the same Syndicated Borrowing in whole or in partor, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment Syndicated Borrowing comprised solely of a Base AdvanceRate Advances, ratably in part, by paying the notice principal amount to be prepaid together with accrued interest thereon and other amounts then due and owing, if any, hereunder to the date of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each prepayment; provided that each partial prepayment shall, in the case of Base Advances under the Loans, shall be in an aggregate principal amount of not less than $100,000 or a larger 20,000,000 and in an integral multiple of $50,000 5,000,000 in excess thereof and, (or the Approximate Dollar Amount if such Syndicated Advances to be so prepaid are denominated in Agreed Currencies other than Dollars). Each such optional prepayment shall be applied to prepay ratably the case Syndicated Advances of LIBOR Advances under the Loans, be several Banks included in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereofsuch Syndicated Borrowing. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if prepays any Syndicated Borrowing consisting of Eurocurrency Rate Advances or EURIBOR Rate Advances on any day other than the Borrower revokes its notice last day of prepayment prior to such date specifiedan Interest Period therefor, the Borrower shall reimburse the Administrative Agent each Bank for the account of all Lenders for all Consequential Losses suffered by each Lender as a result losses, costs and expenses contemplated in Section 11.04(b). The Borrower may not, unless otherwise required hereunder, prepay any Competitive Bid Advance without the consent of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder Bank which shall be presumptive evidence of the validity of have extended such claimCompetitive Bid Advance. (b) The application Upon receipt of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions a notice of Section 2.13(f) hereof. All prepayments made prepayment pursuant to this Section 2.04 5.12, the Administrative Agent shall be first applied to Base Advances then to LIBOR Advancespromptly notify each Bank of the contents thereof and of such Bank’s ratable share, all without premium or penaltyif any, except of such prepayment. In the event the Borrower must pay together with any and a Bank agree to the prepayment to such prepaymentsBank of a Competitive Bid Advance, any Consequential Lossesand such prepayment is made, the Borrower thereupon shall notify the Administrative Agent and the Administrative Agent shall promptly notify the other Banks thereof.

Optional Prepayments. (ai) The Borrower may, upon at least two Business Days Subject to prior written notice pursuant to Administrative Agent stating clause (ii) below, the proposed date Borrower shall have the right to optionally prepay in whole or in part the outstanding principal amount of the Loans and/or any tranche thereof (i.e., any of the Tranche A-1 Term Loans, the Tranche A-2 Term Loans, the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D Term Loans) on any Business Day for an amount equal to the sum of (A) the aggregate principal amount of the prepaymentLoans being prepaid, prepay the outstanding principal amount of (B) any Advances in whole or in part, together with accrued but unpaid interest to the date of such prepayment on the principal amount prepaid without premium or penalty of the Loans being prepaid, (C) any applicable Yield Protection Premium and (D) the Exit Fee and other than any Consequential Lossunpaid amounts then due and owing pursuant to this Agreement and the other Loan Documents (such aggregate amount, the “Prepayment Price”); provided, however, provided that in the case of a each partial prepayment of principal of Loans shall be in an aggregate amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof. (ii) A notice of optional prepayment shall be effective only if received by the Administrative Agent not later than 2:00 p.m. (Eastern time) on a Base Advancedate not less than three (3) (nor more than five (5)) Business Days prior to the proposed prepayment date; provided that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the ​ ​ occurrence of some other identifiable event or condition, the in which case such notice of prepayment may be given revoked by telephone the Borrower (by 3:00 p.m. upon at least one Business Day notice to the Administrative Agent on or prior written noticeto the specified date of prepayment) if such condition is not satisfied. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of optional prepayment is givenshall specify the proposed prepayment date, the Prepayment Price, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall to be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specifiedprepaid, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount applicable tranche or amounts tranches to be paid prepaid (if a partial prepayment) and any conditions to it hereunder shall be presumptive evidence of the validity of such claimprepayment (if applicable). (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower Subject to Section 4.4, (i) the Company may, from time to time, upon at least two irrevocable written notice to the Administrative Agent (which notice must be received by 11:00 a.m. (Chicago time) one Business Day prior to the requested day of prepayment in the case of Base Rate Loans and 11:00 a.m. (Chicago time) three Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of prepayment in the prepaymentcase of Offshore Rate Loans), prepay the outstanding principal amount any Borrowing of any Advances Revolving Loans in whole or in part, together with accrued interest without premium or penalty, in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000 and (ii) the Company may, from time to time, upon not less than three Business Days' irrevocable notice to the Administrative Agent, prepay any Borrowing of Term Loans in whole or in part, without premium or penalty, in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000. (b) Each notice of prepayment shall specify the date and amount of such prepayment on and the principal amount prepaid without premium or penalty other than Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any Consequential Loss; providedsuch notice and of such Lender's share of such prepayment based upon such Lender's Revolving Percentage, however, that in the case of a prepayment of a Base AdvanceRevolving Loans, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shallTerm A Percentage, in the case of Base Advances under the a prepayment of Term A Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof andTerm B Percentage, in the case of LIBOR Advances under the a prepayment of Term B Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any such notice of prepayment is givengiven by the Company, the principal amount stated therein, together with accrued interest on the amount prepaid Company shall make such prepayment and the amount, if any, due under Section 2.12 and Section 2.14 hereof, payment amount specified in such notice shall be due and payable on the date specified in such notice unless the Borrower revokes its noticetherein, provided that, if the Borrower revokes its notice of prepayment prior together with accrued interest to such date specifiedon the amount prepaid and any amounts required pursuant to Section 4.4. Each prepayment of Revolving Loans shall be applied to each Revolving Lender's Revolving Loans according to such Revolving Lender's Revolving Percentage. Each prepayment of Term Loans shall be applied pro rata to the Term A Loans and Term B Loans; provided, that if the Borrower shall reimburse Company elects to provide the holders of Term B Loans with the option to waive their right to accept any such voluntary prepayment, and any such Lender notifies the Administrative Agent for of such Lender's waiver of such prepayment not later than two Business Days prior to the account date of prepayment, 50% of the portion of any such prepayment which would have been applied to such Lender's Term B Loans shall be applied pro rata to the remaining installments of the Term A Loans of all Lenders for all Consequential Losses suffered and the remaining 50% may be retained by the Company; provided, further, that once the Term A Loans shall have been fully repaid, such remaining prepayment amounts, if any, shall be applied pro rata to the Term B Loans. All prepayments of the Term Loans pursuant to this Section 2.7 shall be applied pro rata to the unpaid installments of each Lender of the Term A Loans and Term B Loans; provided, however, that, at the Company's option, a portion of any such prepayment may be applied to unpaid installments of the Term A Loans in forward order of maturity, but the amount so applied in any period of four consecutive fiscal quarters may not exceed 50% of the amount of the scheduled installments of the Term A Loans during such period (without giving effect to any reduction to such scheduled installments as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(amandatory or voluntary prepayments), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Subject to Section 2.13, the Borrower may, upon may at least two Business Days prior written notice any time and from time to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, time prepay the outstanding principal amount of any Advances Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other (except for any Breakage Costs or Swap Obligations, as applicable), upon irrevocable notice delivered to the Administrative Agent no later than any Consequential Loss; provided11:00 a.m., howeverNew York time, that two (2) Business Days prior thereto, in the case of a prepayment of a Base AdvanceLIBOR Loans, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least and no later than 11:00 a.m., New York time, one (1) Business Day prior written notice. Each partial prepayment shallthereto, in the case of Base Advances under the Rate Loans, be in an aggregate principal which notice shall specify the date and amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in prepayment and whether the case prepayment is of LIBOR Advances under Loans or Base Rate Loans and the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple the estimated Swap Obligations, calculated in accordance with the Swap Agreements described in Section 6.21, due in connection with such optional prepayment, if applicable (calculated as if the date of $100,000 in excess such notice were the date of the optional prepayment) setting forth the details of such computation. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, specified in such notice shall be due and payable on the date specified in such notice unless the Borrower revokes its noticetherein, provided that, if the Borrower revokes its notice of prepayment prior together with accrued interest to such date specified, on the Borrower shall reimburse the Administrative Agent for the account amount prepaid. Partial prepayments of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder Loans shall be presumptive evidence in an aggregate principal amount of the validity $5,000,000 or whole multiples of such claim$1,000,000 in excess thereof. (b) At any time after the Borrower has repaid or prepaid the Loans in their entirety, the Borrower may prepay the Fixed Rate Notes in accordance with this Section 2.11(b). At any time when the Borrower prepays Loans pursuant to Section 2.11(a), the Borrower may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Fixed Rate Notes, in an amount not less than $5,000,000 of the aggregate principal amount of the Fixed Rate Notes then outstanding, or any amount in multiples of $1,000,000 in excess thereof, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The application Borrower will give each Fixed Rate Note Holder written notice of prepayments made each optional prepayment under this Section 2.04 as between 2.11(b) not less than 30 days and not more than 60 days prior to the Revolver Loandate fixed for such prepayment. Each such notice shall specify such prepayment date (which shall be a Business Day), the Special Purpose Loan aggregate principal amount of the Fixed Rate Notes to be prepaid on such date, the principal amount of each Fixed Rate Note held by such Fixed Rate Note Holder to be prepaid, and the Term Loan interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be determined accompanied by a certificate of a Responsible 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 prepayment, the Borrower shall deliver to each holder of Fixed Rates Notes a certificate of a Responsible Officer specifying the calculation of such Make- Whole Amount as of the specified prepayment date. (c) The Borrower will not and will not permit any of its Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Fixed Rate Notes except upon the payment or prepayment of the Fixed Rate Notes in accordance with the provisions terms of Section 2.13(f) hereof. All prepayments made this Agreement and the Fixed Rate Notes and except as provided pursuant to Section 10.7(b)(ii) hereunder or pursuant to Article 4 of the Equity Contribution Agreement. The Borrower will promptly cancel all Fixed Rate Notes acquired by it or by any of its Affiliates pursuant to any payment or prepayment of Fixed Rate Notes pursuant to any provision of this Agreement (other than pursuant to Section 2.04 shall 10.7(b)(ii) hereunder or Article 4 of the Equity Contribution Agreement) and no Fixed Rate Notes may be first applied to Base Advances then to LIBOR Advances, all without premium issued in substitution or penalty, except the Borrower must pay together with exchange for any such prepayments, any Consequential LossesFixed Rate Notes.

Optional Prepayments. (a) The Borrower maymay elect to prepay any of the Advances, upon after giving notice thereof to the Administrative Agent and the Lenders by 12:00 p.m. (Houston, Texas) for Advances denominated in Dollars and by 12:00 p.m. in the Applicable Time for Advances denominated in Foreign Currencies and (i) at least two three Business Days Days’ prior written to the day of prepayment of any Eurocurrency Rate Advances and (ii) the day prior to the prepayment of any Prime Rate Advance. Such notice to Administrative Agent stating shall be by telephone or telecopier, and if by telephone, confirmed promptly in writing, and must state the proposed date and aggregate principal amount of the such prepayment, whether such prepayment should be applied to reduce outstanding Revolving Advances, and if applicable, the relevant Interest Period for the Advances to be prepaid. If any such notice is given, the Borrower shall prepay Advances comprising part of the outstanding principal amount of any Advances same Borrowing in whole or ratably in partpart in an aggregate principal amount equal to the amount specified in such notice, together with and shall also pay accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Lossand amounts, if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such date; provided, however, that in the case of a (i) each partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Eurocurrency Rate Advances under the Loans, shall be in an aggregate principal amount of not less than $100,000 or a larger 3,000,000 and in integral multiple multiples of $50,000 1,000,000 in excess thereof andthereof, in the case (ii) each partial prepayment of LIBOR Prime Rate Advances under the Loans, shall be in an aggregate principal amount of not less than $500,000 or a larger and in integral multiple multiples of $100,000 in excess thereof, and (iii) any prepayment of an Advance shall be made in the Designated Currency in which such Advance was funded. If any notice of Each prepayment is given, the principal amount stated therein, together with pursuant to this Section 2.7(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and the amountamounts, if any, due under required to be paid pursuant to Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender 2.8 as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimprepayment being made on such date. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower maymay elect to prepay any of the Advances, upon after giving notice thereof to the applicable Administrative Agent and the Lenders by 12:00 p.m. (Houston, Texas time or Oslo, Norway time, as applicable) (i) on the day of prepayment of any Swingline Advance, (ii) at least two three Business Days Days’ prior written to the day of prepayment of any Eurocurrency Rate Advances and (iii) on the day of prepayment of any Primary Prime Rate Advance or Norwegian Primary Rate Advance. Such notice to Administrative Agent stating shall be by telephone or telecopier, and if by telephone, confirmed promptly in writing, and must state the proposed date and aggregate principal amount of the such prepayment, whether such prepayment should be applied to reduce outstanding Revolving Advances or Swingline Advances, and if applicable, the relevant Interest Period for the Advances to be prepaid. If any such notice is given, the Borrower shall prepay Advances comprising part of the outstanding principal amount of any Advances same Borrowing in whole or ratably in partpart in an aggregate principal amount equal to the amount specified in such notice, together with and shall also pay accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Lossand amounts, if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such date; provided, however, that in the case of a (i) each partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Eurocurrency Rate Advances under the Loans, shall be in an aggregate principal amount of not less than $100,000 or a larger 3,000,000 and in integral multiple multiples of $50,000 1,000,000 in excess thereof andthereof, in the case (ii) each partial prepayment of LIBOR Primary Prime Rate Advances under the Loans, shall be in an aggregate principal amount of not less than $500,000 or a larger and in integral multiple multiples of $100,000 in excess thereof. If any notice , (iii) each partial prepayment of prepayment is given, the Norwegian Advances shall be in an aggregate principal amount stated thereinof not less than $3,000,000 and in integral multiples of $1,000,000 in excess thereof, together with and (iv) any prepayment of a Revolving Advance shall be made in the Designated Currency in which such Revolving Advance was funded. Each prepayment pursuant to this Section 2.7(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and the amountamounts, if any, due under required to be paid pursuant to Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender 2.8 as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimprepayment being made on such date. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (ai) The Borrower may, upon at least two Business Days Subject to prior written notice pursuant to Administrative Agent stating Section 3.03(a)(ii) below, the proposed date and Borrower shall have the right to optionally prepay in whole or in part the outstanding principal amount of the Loans on any Business Day for an amount equal to the sum of (A) the aggregate principal amount of the prepaymentLoans being prepaid, prepay (B) any accrued but unpaid interest on the principal amount of the Loans being prepaid, (C) any applicable Yield Protection Premium or Exit Fee in each case with respect to the principal amount of the Loans being prepaid and (D) if applicable, other unpaid amounts then due and owing pursuant to this Agreement and the other Loan Documents (such aggregate amount, the “Prepayment Price”); provided that each partial prepayment of principal of Loans shall be in an aggregate amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof (or, if less, the full remaining outstanding principal amount of any Advances the Loans). (ii) A notice of optional prepayment shall be in whole or in part, together with accrued interest writing (including by e-mail) and shall be effective only if received by the Administrative Agent not later than 2:00 p.m. (Eastern time) on a date not less than two (2) Business Days prior to the date proposed prepayment date; provided that a notice of optional prepayment may state that such prepayment on notice is conditional upon the principal amount prepaid without premium effectiveness of other credit facilities or penalty the receipt of the proceeds from the issuance of other than any Consequential Loss; providedIndebtedness or the occurrence of some other identifiable event or condition, however, that in the which case of a prepayment of a Base Advance, the such notice of prepayment may be given revoked or delayed by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its (by notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for on or prior to the account specified date of all Lenders for all Consequential Losses suffered by each Lender prepayment) if such condition is not satisfied or is postponed later than the expected prepayment date, as a result of the Borrower's failure to prepayapplicable. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.Each notice of

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice Company shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances Loans in whole or in part, together with accrued interest part from time to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Losstime; provided, however, that (i) each partial prepayment of any Base Rate Loan shall be in the case a minimum principal amount of a $100,000 and integral multiples of $100,000 in excess thereof, (iii) each partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, Swingline Loan shall be in an aggregate a minimum principal amount of not less than $100,000 or a larger and integral multiple multiples of $50,000 100,000 in excess thereof and, in the case and (iii) each partial prepayment of LIBOR Advances under the Loans, a LIBO Rate Loan shall be in an aggregate a minimum principal amount of not less than $500,000 or a larger 100,000 and integral multiple multiples of $100,000 in excess thereof. If any The Company shall notify the Agent of such prepayment by written notice in the form of Exhibit 2.10 (a “Notice of Prepayment”). The Company shall give three Business Days’ irrevocable notice in the case of LIBO Rate Loans and one Business Day’s irrevocable notice in the case of Base Rate Loans, to the Agent (which shall notify the Banks thereof as soon as practicable). Amounts prepaid under this Section 2.10(a) shall be applied to the outstanding Loans as the Company may elect; provided however, each prepayment is givenshall be applied first to Base Rate Loans and then to LIBO Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.10(a) shall be subject to Section 3.7, but otherwise without premium or penalty. Interest on the principal amount stated thereinprepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loans not been prepaid or, together with accrued at the request of the Agent, interest on the principal amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on any date that a prepayment is made hereunder through the date specified in such notice unless of prepayment. Amounts prepaid on the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to Loans may be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined reborrowed in accordance with the provisions of Section 2.13(f) terms hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two one (1) Business Days prior written Day's notice to the Administrative Agent, prepay any Group of Base Rate Loans or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1, in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars ($100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The Borrower may, from time to time on any Business Day so long as prior notice is given to the Administrative Agent stating and Swingline Lender no later than 1:00 p.m. (Dallas, Texas time) on the proposed date and aggregate principal amount of the day on which Borrower intends to make such prepayment, prepay the outstanding principal amount of any Advances Swingline Loans in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that part in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than amounts aggregating $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger higher integral multiple of $100,000 in excess thereof. If any notice (or, if less, the aggregate outstanding principal amount of prepayment is given, all Swingline Loans then outstanding) by paying the principal amount stated therein, to be prepaid together with accrued interest thereon to the date of prepayment no later than 2:00 p.m. (Dallas, Texas time) on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, such day. Each such optional prepayment shall be due and payable on applied to prepay ratably the date specified Loans of the several Banks (or the Swingline Lender in the case of Swingline Loans) included in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount Group or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimBorrowing. (b) The application Borrower may, upon at least one (1) Business Days' notice to the Administrative Agent, prepay any Euro-Dollar Loan as of prepayments made under this the last day of the Interest Period 42 49 applicable thereto. Except as provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 2.04 as between the Revolver Loan8.2, 8.3 or 8.4 hereof, the Special Purpose Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. In addition, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the end of the Interest Period applicable thereto without the consent of all applicable Designated Lenders and the Term Loan Banks. Any such prepayment shall be determined upon at least three (3) Business Days notice to the Administrative Agent. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. (c) The Borrower may at any time and from time to time cancel all or any part of the Commitments by the delivery to the Administrative Agent of a notice of cancellation within the applicable time periods set forth in Sections 2.11(a) and (b) if there are Loans then outstanding or, if there are no Loans outstanding at such time as to which the Commitments with respect thereto are being canceled, upon at least one (1) Business Day's notice to the Administrative Agent, whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding, Borrower shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the provisions requirements of Section 2.13(f2.11(a) hereofand (b), Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. All prepayments made A reduction of the Commitments pursuant to this Section 2.04 2.11(c) shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate Commitments have been reduced to an amount equal to the Swingline Commitment. (d) Any amounts so prepaid pursuant to Section 2.11(a) or (b) may be first applied reborrowed. In the event Borrower elects to Base Advances then cancel all or any portion of the Commitments and the Swingline Commitment pursuant to LIBOR AdvancesSection 2.11(c) hereof, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesamounts may not be reborrowed.

Optional Prepayments. (a) The Borrower Co-Borrowers may, at their option but subject to Section 2.9, upon at least two Business Days prior five Banking Days’ written notice to Administrative Agent stating (which notice may state that it is conditioned upon the effectiveness of another credit facility or facilities or other agreement(s) providing the source of funds for such Optional Prepayment, in which case such notice may be revoked by Co-Borrowers by providing written notice to Administrative Agent at least one Banking Day prior to the proposed date and aggregate principal amount of the prepaymentOptional Prepayment if one or more of such conditions is not satisfied), prepay the outstanding principal amount of (A)(i) any Advances Construction Loans in whole or from time to time in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that part in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple minimum amounts of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in 1,000,000 or an aggregate principal amount of not less than $500,000 or a larger integral incremental multiple of $100,000 in excess thereof. If thereof (provided that such minimum amounts shall not apply to a prepayment of all outstanding Construction Loans), (ii) any notice Term Loans in whole or from time to time in part in minimum amounts of $1,000,000 or an incremental multiple of $100,000 in excess thereof (provided that such minimum amounts shall not apply to a prepayment is givenof all outstanding Term Loans) or (iii) any LC Loans in whole or from time to time in part in minimum amounts of $500,000 or an incremental multiple of $100,000 in excess thereof (provided that such minimum amounts shall not apply to a prepayment of all LC Loans) (each, an “Optional Prepayment”) plus (B) solely to the extent such Optional Prepayment occurs on or prior to the Call Premium Outside Date, the Call Premium determined for the prepayment date with respect to such Loan amount. Each such notice shall specify such prepayment date, the aggregate principal amount stated therein, together with accrued interest of the Loans to be prepaid on the amount prepaid such prepayment date and the amountinterest to be paid on such prepayment date with respect to such principal amount being prepaid, and, if any, due under Section 2.12 and Section 2.14 hereofapplicable, shall be accompanied by a certificate of a Responsible Officer as to the estimated Call Premium due and payable on in connection with such prepayment (calculated as if the date specified in of such notice unless were the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(aprepayment), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity details of such claimcomputation. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (ai) The Borrower At their option, the Borrowers may, upon at least two one (1) Business Days prior written Day’s notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under Rate Loans or Base Rate Portions or three (3) Business Days’ notice to the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, Administrative Agent in the case of LIBOR Advances under Loans or LIBOR Portions, prepay the LoansLoans in any Borrowing in part, be in an aggregate a minimum principal amount of not less than (A) in the case of Base Rate Loans or Base Rate Portions, $500,000 1,000,000 or a larger an integral multiple of $100,000 in excess thereof, or (B) in the case of LIBOR Loans or LIBOR Portions, $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of such prepayment. If any such notice of prepayment is givengiven by the Borrowers, the principal amount stated therein, together with accrued interest on the amount prepaid Borrowers shall make such prepayment and the amount, if any, due under Section 2.12 and Section 2.14 hereof, payment amount specified in such notice shall be due and payable on the date specified in such notice unless the Borrower revokes its noticetherein. If no Event of Default has occurred and is continuing, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of (A) all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation prepayments under this Section 2.04(a), setting forth in reasonable detail 2.07(b) which are applied to reduce the calculation principal amount of the additional amount or amounts to be paid to it hereunder Loans shall be presumptive evidence applied to the Loans as directed by the Borrowers and (B) if the Borrowers fail to direct the application of any such principal prepayments, such principal prepayments shall be applied first to the payment of the validity then outstanding Swing Line Loans, then to the payment of such claim. (b) The application the then outstanding Revolving Loans, then to the payment of prepayments made under this Section 2.04 as between the Revolver Loanthen outstanding Term Loans and then to Cash Collateralize the Obligations in an amount equal to the L/C Obligations and shall in each case, to the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall extent possible, be first applied to prepay Base Advances Rate Portions and then if any funds remain, to prepay LIBOR AdvancesPortions. If an Event of Default has occurred and is continuing, all prepayments under this Section 2.07(b) shall be applied as set forth in Section 2.08(c). (ii) At their option, the Borrowers 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, except that (A) such notice must be received by the Borrower must pay together with Swing Line Lender and the Administrative Agent not later than 1:00 p.m., on the date of the prepayment, and (B) any such prepaymentsprepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, any Consequential Lossesthe Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional Prepayments. (ai) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount Borrowers may prepay all or part of the prepayment, prepay the outstanding principal amount of any Advances Base Rate Advance(s) of the Revolving Credit at any time, provided that, in whole the case of any partial prepayment, unless the “Sweep to Loan” system shall be in effect in respect of the Revolving Credit, after giving effect to such partial prepayment, the aggregate balance of Base Rate Advance(s) of the Revolving Credit remaining outstanding shall be at least Five Hundred Thousand Dollars ($500,000), and (ii) subject to Section 2.10(c) hereof, the Borrowers may prepay all or in part, together with accrued interest part of the outstanding principal of any Eurodollar-basedTerm SOFR Advance of the Revolving Credit at any time (subject to not less than five (5) Business Days’ notice to the date Agent) provided that, in the case of any partial prepayment, after giving effect to such partial prepayment, the unpaid portion of such prepayment on Advance which is to be refunded or converted under Section 2.3 hereof shall be at least Two Hundred Fifty Thousand Dollars ($250,000). (i) The Borrowers may prepay all or part of the outstanding principal amount prepaid without premium or penalty other than of any Consequential Loss; providedSwing Line Advance carried at the Base Rate at any time, however, provided that in the case of a prepayment of a Base Advanceany partial prepayment, after giving effect to such partial prepayment, the notice aggregate balance of prepayment may such Base Rate Advances remaining outstanding shall be given by telephone by 3:00 p.m. upon at least Two Hundred Fifty Thousand Dollars ($250,000) and (ii) subject to Section 2.10(c) hereof, the Borrowers may prepay all or part of the outstanding principal of any Swing Line Advance carried at the Quoted Rate at any time (subject to not less than one Business Day prior written notice. Each partial prepayment shall(1) day’s notice to the Swing Line Lender) provided that, in the case of Base Advances under the Loansany partial prepayment, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is givenafter giving effect to such partial prepayment, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, aggregate balance of Swing Line Advances remaining outstanding shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(aat least Two Hundred Fifty Thousand Dollars ($250,000), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (bc) The application Any prepayment of prepayments a Base Rate Advance made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with this Section shall be without premium or penalty and any prepayment of any other type of Advance shall be subject to the provisions of Section 2.13(f) 11.1 hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all but otherwise without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon may at least two Business Days prior written notice any time and from time to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, time prepay the outstanding principal amount of any Advances Term Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty (other than any Consequential Loss; providedas set forth in Section 3.2(f) below), howeverupon notice delivered to the Administrative Agent no later than 12:00 Noon, that in New York City time (or such later time as the case of a prepayment of a Base AdvanceAdministrative Agent may agree), three (3) Business Days prior thereto (or such shorter time as the notice of prepayment Administrative Agent may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof andagree), in the case of LIBOR Advances under the Rate Loans, be and no later than 12:00 Noon, New York City time (or such later time as the Administrative Agent may agree), one (1) Business Day prior thereto, in an aggregate principal the case of ABR Loans, which notice shall specify the date and amount of not less prepayment, whether the prepayment is of LIBOR Rate Loans or ABR Loans, the Tranche of Term Loans to which the prepayment applies and the manner in which such prepayment is to be applied to the applicable Tranche of Term Loans; provided, that if a LIBOR Rate Loan is prepaid on any day other than $500,000 or a larger integral multiple the last day of $100,000 in excess the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 3.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of LIBOR Rate Loans shall be in such notice unless an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of ABR Loans shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Notwithstanding the Borrower revokes its noticeforegoing, provided that, if the Borrower revokes its a notice of prepayment prior to delivered by Borrower in accordance with this Section 3.1 may expressly state that such date specifiednotice is conditioned upon the effectiveness of new credit facilities or other sources of refinancing or another transaction, in which case such notice may be revoked by the Borrower shall reimburse (by written notice to the Administrative Agent for on or prior to the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and time on which the Term Loan shall be determined Loans would have been repaid in accordance with the provisions such notice of Section 2.13(fprepayment) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any if such prepayments, any Consequential Lossescondition is not satisfied.

Optional Prepayments. (aSubject to subsections 4.7(d) The and 4.15, Borrower maymay at any time and from time to time prepay Loans, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty penalty, by irrevocable {provided that a notice of optional prepayment may state that such notice is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other than credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any Consequential Loss; providedother specified event, howeverin which case such notice of prepayment may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) written notice to the Administrative Agent by 2:00 p.m. New York City time on the Business Day preceding the proposed date of prepayment in the case of Index Rate Loans, that and by 2:00 p.m. New York City time on the third Business Day preceding the proposed date of prepayment in the case of LIBOR Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Lender thereof. If such notice is given, unless revoked due to the failure of a condition expressly set forth in such notice of optional prepayment, as contemplated above, Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments of Term Loans pursuant to this subsection 4.4 shall be in an aggregate principal amount equal to the lesser of (a) (i) $500,000 or a whole multiple of $100,000 in excess thereof with respect to LIBOR Loans or (ii) $500,000 or a whole multiple of $100,000 in excess thereof with respect to Index Rate Loans and (b) the aggregate unpaid principal amount of the Tenn Loans. Partial prepayments of Revolving Credit Loans pursuant to this subsection shall be in an aggregate principal amount equal to the lesser of (a) (i) $500,000 or a whole multiple of $100,000 in excess thereof with respect to LIBOR Loans or (ii) $500,000 or a whole multiple of $100,000 in excess thereof with respect to Index Rate Loans and (b) the aggregate unpaid principal amount of the Revolving Credit Loans (or the aggregate unpaid principal amount of Revolving Credit Loans maintained as Index Rate Loans (in the case of a prepayment of such Revolving Credit Loans) or as LIBOR Loans with a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, single LIBOR Period (in the case of Base Advances under the a prepayment of such Revolving Credit Loans)), be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in as the case may be. Prepayments of LIBOR Advances the Term Loans pursuant to this subsection 4.4 shall be applied in accordance with subsection 4.7 below. All prepayments under this subsection 4.4 shall be subject to subsections 4.7(d) and 4.15 but otherwise without premium or penalty and (other than prepayments of Index Rate Revolving Credit Loans that are not made in connection with the Loans, termination or permanent reduction of the Revolving Credit Commitments or Incremental Revolving Credit Commitments) shall be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, accompanied by accrued and unpaid interest on the principal amount stated therein, together with accrued interest on the amount to be prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on to but excluding the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimpayment. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to Administrative the Agent -------------------- stating the Type of the Loans to be prepaid and the Borrowing of which such Loans were a part, and the proposed date and aggregate principal amount of the prepayment, prepay prepayment (provided that such notice shall be given not later than 9:00 A.M. -------- (San Francisco time) (i) on the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the proposed date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Rate Loans, and (ii) at least five (5) Business Days prior to the proposed date of such prepayment in the case of CD Rate Loans and Eurodollar Rate Loans, and if such notice is given, the Borrower shall, prepay without premium or penalty the outstanding principal amounts of the Loans of the Type specified comprising part of the same Borrowing in whole or ratably in part; provided that -------- any voluntary prepayment of any CD Rate Loans or Eurodollar Rate Loans shall be made on, and only on, the last day of an Interest Period for such Loans; provided, further, that no Bid Loans may be prepaid without the express written -------- ------- consent of the applicable Bid Loan Bank, with a copy of such consent provided to the Agent, and provided, further, that each partial prepayment of CD Rate Loans -------- ------- or Eurodollar Loans shall be in an aggregate principal amount of not less than $100,000 5,000,000 or a larger an integral multiple of $50,000 1,000,000 in excess thereof and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount not less than $250,000 or multiples thereof. Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice and, in the case of LIBOR Advances under the any prepayment of CD Rate Loans or Eurodollar Rate Loans, be in an aggregate principal amount all interest accrued thereon through the date of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereofprepayment, shall be become due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimdate. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, Issuers may prepay the outstanding principal amount of the Notes as follows: (a) The Issuers may, at their option, at any Advances time upon notice given to Agent as provided in whole Section 10.01(b), prepay all or in partany portion of the outstanding principal amount of the Notes, solely on a ratable basis, by payment to the Purchasers, together with the applicable Prepayment Premium (regardless of whether an Event of Default exists, an insolvency proceeding has commenced or any of the Obligations have been accelerated), all Interest accrued interest to and unpaid on the principal amount of the Notes so prepaid through the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; providedprepayment, howeverand reasonable out-of-pocket costs and expenses (including reasonable fees, that in the case charges and disbursements of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amountcounsel), if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in associated with such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimprepayment. (b) The application Issuers shall give written notice of prepayments made under this Section 2.04 as between prepayment of the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made Notes pursuant to this Section 2.04 10.01 not less than ten (10) nor more than sixty (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 Issuers, the Issuers covenant and agree that they will prepay, on the date therein fixed for prepayment, the Notes or the portion thereof so called for prepayment, together with the applicable Prepayment Premium in respect of the principal amount of the Notes so called for prepayment, together with Interest accrued and unpaid thereon to the date fixed for such prepayment, and the costs and expenses referred to in Section 10.01(a). (c) Any optional prepayment under this Section 10.01 shall include payment of accrued and unpaid Interest on the principal amount of the Notes so prepaid and shall be applied first applied to Base Advances all costs, expenses and indemnities payable under this Agreement, then to LIBOR Advancespayment of default interest, all without premium or penaltyif any, except then to accrued but unpaid Interest, if any, and thereafter to the Borrower must principal amount of such Notes. (d) Any Prepayment Premium payable in accordance with this Section 10.01 shall be presumed to be the liquidated damages sustained by each Purchaser as the result of the early termination, and the Note Parties agree that it is reasonable under the circumstances currently existing. The Note Parties expressly agree that (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Purchasers and the Note Parties giving specific consideration in this transaction and the transactions contemplated by this Agreement for such agreement to pay together with any such prepaymentsthe Prepayment Premium, any Consequential Lossesand (D) the Note Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 10.01(d).

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to the Administrative Agent stating in accordance with Section 2.09(c), prepay any Advance in whole at any time, or from time to time in part, in amounts aggregating $5,000,000 or any larger multiple of $500,000 in the proposed case of Term Loan A Advances and in amounts aggregating $100,000 or any larger multiple thereof in the case of Revolving Advances and in amounts aggregating $50,000 or any larger multiple thereof in the case of Swingline Advances, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and aggregate all amounts then owing under Section 2.12 in respect of such prepayment, provided that if the Borrower prepays any principal amount of Other Term Loan A Advances pursuant to Section 2.09(a) of the New Credit Agreement, it shall pursuant to this Section prepay a principal amount of the prepayment, prepay Term Loan A Advances that bears the same proportion to the outstanding principal amount of any Term Loan A Advances in whole or in part, together with accrued interest to the date of as such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in Other Term Loan A Advances bears to the case of LIBOR Advances under the Loans, be in an aggregate outstanding principal amount of not less than $500,000 or a larger integral multiple Other Term Loan A Advances. Each such optional prepayment in respect of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, Term Loan A Advances shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice applied to reduce ratably all then remaining unpaid installments of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account principal of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined A Advances (based on the schedule set forth in Section 2.04, as the amounts therein may have been reduced from time to time, in accordance with the provisions this Agreement, due to repayments and prepayments of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 principal prior thereto), and shall be first applied ratably between the Term Loan A Advances of the several Lenders. Each such optional prepayment in respect of Revolving Advances shall be applied to Base prepay ratably the Revolving Advances then to LIBOR Advances, all without premium or penalty, except of the Borrower must pay together with any such prepayments, any Consequential Lossesseveral Lenders.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances -------------------- Loans in whole or in part, together with accrued interest part from time to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Losstime; provided, however, that in the case of a each -------- ------- partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, Revolving Loans and Term Loans shall be in an aggregate a minimum principal amount of not $3,000,000 and integral multiples of $1,000,000 in excess thereof and each prepayment of Swingline Loans shall be in a minimum principal amount of $100,000 (or if the outstanding principal balance of the Swingline Loans is less than $100,000 or a larger 100,000, such lesser amount) and integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple multiples of $100,000 in excess thereof. If any The Borrower shall give three Business Days' irrevocable notice in the case of LIBOR Rate Loans and one Business Day's irrevocable notice in the case of Alternate Base Rate Loans, to the Agent (which shall notify the Lenders thereof as soon as practicable). Subject to the foregoing terms, amounts prepaid under this Section 2.7(a) shall be applied as the Borrower may elect; provided that if -------- the Borrower fails to specify the application of an optional prepayment is giventhen such prepayment shall be applied first to Revolving Loans and then pro --- rata to the remaining principal installments of the Term Loans, in each ---- case first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount stated thereinprepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, together with accrued at the request of the Agent, interest on the principal amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on any date that a prepayment is made hereunder through the date specified in such notice unless of prepayment. Amounts prepaid on the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Swingline Loan and the Term Loan shall Revolving Loans may be determined reborrowed in accordance with the provisions of Section 2.13(f) terms hereof. All prepayments made pursuant to this Section 2.04 shall Amounts prepaid on the Term Loans may not be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesreborrowed.

Optional Prepayments. (a) The Borrower Subject, in the case of Euro-Dollar Loans, to Section 2.13, the Borrowers may, upon at least two one Domestic Business Days prior written Day's notice to the Administrative Agent stating Agent, prepay any Base Rate Loans or upon at least three Euro-Dollar Business Days' notice to the proposed date and aggregate Administrative Agent, prepay any Euro-Dollar Loans, in each case 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, by paying the principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, to be prepaid together with accrued interest thereon to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticeprepayment. Each partial such optional prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on applied to prepay ratably the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result Loans of the Borrower's failure to prepay. A certificate of each Lender claiming compensation several Banks made under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimTranche which is being repaid. (b) The application US Borrower may elect to prepay any combination of prepayments made under Revolving Loans and US Term Loans pursuant to clause (a) of this Section 2.04 as between 2. 10. Any optional prepayment of Term Loans by the Revolver LoanCanadian Borrower shall be applied to prepay A Term Loans and B Term Loans, PRO RATA (based upon the then outstanding principal amount of A Term Loans and B Term Loans); PROVIDED that if no Default then exists or would arise therefrom, the Special Purpose Loan and Canadian Borrower may elect to prepay A Term Loans or B Term Loans; PROVIDED FURTHER that, to the extent A Term Loans remain outstanding at the time of such prepayment, each Bank with a B Term Loan shall have the right, upon two Business Days' prior notice to the Administrative Agent, to waive its right to receive its PRO RATA share of the amount by which such optional prepayment, when added to all previous voluntary prepayments of B Term Loans, exceeds $10,000,000. Any amount so waived may be determined applied by the Canadian Borrower to prepay A Term Loans as permitted above in accordance with the provisions this Section 2.10. (c) Upon receipt of Section 2.13(f) hereof. All prepayments made a notice of prepayment pursuant to this Section 2.04 Section, the Administrative Agent shall promptly notify each Bank with Loans outstanding under the Tranche or Tranches which are to be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except repaid of the Borrower must pay together with any contents thereof and of such prepayments, any Consequential LossesBank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the respective Borrower.

Optional Prepayments. (a) The Borrower may, upon at least two (2) Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepaymentLender, voluntarily prepay the outstanding principal amount of any Advances Loan in whole at any time or in partpart from time to time, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; providedbut, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shallsubject to Section 2.04(d) hereof, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, and so long as in each such instance the principal amount stated thereinremaining Loans, together with accrued interest in the aggregate, have a Debt Service Coverage ratio equal to or greater than 1.25 to 1.0 and a Loan-To-Value Ratio that shall not exceed 75% based on the amount prepaid Lender's underwriting standards and the amountdetermination, if any, due under Section 2.12 and Section 2.14 hereof, in its sole but reasonable discretion. Each such notice shall be due and payable on the date specified in such notice unless made by an Authorized Person of the Borrower revokes its noticeby telecopy or telephone, provided thatconfirmed immediately in writing, if by delivery of a Notice of Optional Prepayment, substantially in the form of EXHIBIT L hereto, specifying therein (i) the proposed date of such prepayment, and (ii) the aggregate amount of the particular Loan(s) therein proposed to be prepaid. Each Notice of Optional Prepayment shall be irrevocable and shall bind the Borrower revokes its notice of to make such prepayment prior in accordance with such notice. Any amounts prepaid pursuant to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail 2.06 may be re-borrowed by Borrower during the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined Availability Period in accordance with the terms and conditions of this Agreement. Borrower shall not be entitled to make an optional prepayment, if, after giving effect to the prepayment as requested in a Notice of Optional Prepayment, the financial reporting tests set forth in Section 2.05(b) shall not be satisfied, unless the "make whole" provisions of said Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together are complied with any such prepayments, any Consequential Lossesby Borrower.

Optional Prepayments. (a) The Borrower mayBorrowers may at any time prepay the Revolving Loans in whole or in part (other than prepayments which have the effect of permanently reducing the Commitments) in an amount greater than or equal to $100,000 (other than Swing Loans for which no minimum shall apply), in each instance, without penalty or premium but subject to payment of LIBOR breakage costs as provided in Section 10.4. (b) The Borrowers may at any time upon at least two (2) Business Days Days’ prior written notice by the Borrower Representative to Administrative Agent stating the proposed date and aggregate principal amount of the prepaymentAgent, prepay the outstanding principal amount of any Advances Term Loan in whole or in partpart in an amount greater than or equal to $1,000,000, together with accrued interest in each instance, without penalty or premium but subject to payment of LIBOR breakage costs as provided in Section 10.4. Optional partial prepayments of the date Term Loan shall be applied in the manner set forth in Section 1.8(e). Optional partial prepayments of such the Term Loan in amounts less than $1,000,000 shall not be permitted. (c) The notice of any prepayment on the principal amount prepaid without premium or penalty shall not thereafter be revocable (other than any Consequential Loss; provided, however, that in the case of with respect to a prepayment in full of a Base Advancethe Loans and the termination of all Commitments, the notice of which such prepayment may be given conditioned upon the successful closing of a new credit facility) by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under Borrowers or the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid Borrower Representative and the amount, if any, due under Section 2.12 Agent will promptly notify each Lender thereof and Section 2.14 hereof, of such Lender’s Commitment Percentage of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of therein. Together with each prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan1.7, the Special Purpose Loan and the Term Loan Borrowers shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pay any amounts required pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses10.4.

Optional Prepayments. (a) The Subject to Sections 4.02 and 4.04, the Borrower mayshall have the right to prepay Loans, at any time or from time to time; provided, that the Borrower shall give the Administrative Agent notice of each such prepayment as provided in Section 4.05 and, upon at least two Business Days prior written the date specified in any such notice of prepayment, the amount to Administrative Agent stating be prepaid shall become due and payable. (b) Any prepayment by the proposed date Borrower pursuant to this Section 3.03 shall be made simultaneously with, and is conditioned upon, (i) the payment of any required termination payments in connection with the termination of any Interest Rate Protection Agreement (if then in effect) to the extent the aggregate notional amount under all such Interest Rate Protection Agreements exceeds (x) 100% of the aggregate principal amount of the prepaymentTranche A Loans, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest (y) prior to the date Project Completion Date, 50% of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 the Tranche B Loans or a larger integral multiple (z) (A) 100% of $50,000 in excess thereof andthe aggregate principal amount comprising Part A of the Tranche D Loans and (B) prior to the Project Completion Date, in 50% of the case aggregate principal amount comprising Part B of LIBOR Advances under the Tranche D Loans, be outstanding after giving effect to the prepayment contemplated by this Section 3.03, (ii) the payment by the Borrower of any costs, expenses, break funding costs or other amounts incurred by any Lender and Permitted Swap Provider in an connection with such prepayment and (iii) with respect to prepayment of Tranche A Loans only, prior to August 17, 2018, the payment of a penalty equal to 2.00% of the aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 Tranche A Loans outstanding payable to the Senior Lenders pro rata in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together accordance with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. Senior Lender’s respective Tranche A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimLoan Commitment. (bc) The application Any prepayment of prepayments made under this Section 2.04 as between Loans by the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made Borrower pursuant to this Section 2.04 3.03 shall be first applied, (i) first, to the principal amount of Tranche B Loans and the Tranche D Loans comprising Part B of the Tranche D Loans outstanding (if any), on a pro rata basis, in the inverse order of maturity with respect to the Tranche D Loans, (ii) second, to any interest or other amounts payable in connection with the Tranche B Loans and the Tranche D Loans (if any) outstanding, on a pro rata basis, until all Tranche B Loans have been indefeasibly repaid in full and amounts payable (if any) in connection with the Tranche D Loans are reduced to an amount equal to Part A of the Tranche D Loans, (iii) third, applied to Base Advances then the principal installments, on a pro rata basis, of the Tranche A Loans and the Tranche D Loans (if any) until all Tranche A Loans and Tranche D Loans have been indefeasibly repaid in full, on a pro rata basis, in the inverse order of maturity and (iv) fourth, applied to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesprincipal amount of Tranche C Loans outstanding on a pro rata basis.

Optional Prepayments. (a) The Borrower mayNo optional prepayment of the Term -------------------- Loans can be made unless Omega, upon at least two on behalf of the Borrowers, gives the Agent three Business Days prior written notice to Administrative of such prepayment. No optional prepayment of the Revolving Loans can be made unless Omega gives the Agent stating written notice of such prepayment no later than 12:00 noon (Minneapolis time) on the proposed date and aggregate principal amount of the prepayment. Subject to the foregoing notice requirement, the Borrowers may prepay the outstanding principal amount of any Advances Base Rate Advances, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid at any time, without premium or penalty other than any Consequential Loss; provided, however, that penalty. Except upon an acceleration following an Event of Default or upon termination of the Revolving Commitments in the case of a prepayment of a Base Advancewhole, the notice Borrowers may pay Eurodollar Rate Advances only: (i) on the last day of the Interest Period applicable thereto, or (ii) if such prepayment may is accompanied by all amounts payable under Section 2.25 as a result of such prepayment. Any optional prepayment must be given accompanied by telephone by 3:00 p.m. upon at least one Business Day prior written noticeaccrued and unpaid interest on the amount prepaid. Each partial prepayment shall, in of the case of Base Advances under the Loans, Revolving Loans shall be in an aggregate principal amount for all the Banks of not less than $100,000 or a larger an integral multiple of $50,000 in excess thereof and, in thereof. Each partial prepayment of the case of LIBOR Advances under the Loans, Term Loans shall be in an aggregate principal amount for all the Banks of not less than $500,000 1,000,000 or a larger an integral multiple of $100,000 50,000 in excess thereof. If any notice Amounts paid (unless following an acceleration or upon termination of prepayment is given, the principal amount stated therein, together with accrued interest Revolving Commitments in whole) or prepaid on Advances on the amount Revolving Loans under this Section 2.7 may be reborrowed upon the terms and subject to the conditions and limitations of this Agreement. Amounts prepaid and in the amount, if any, due Term Loans may not be reborrowed. Amounts paid or prepaid on the Revolving Loans under this Section 2.12 and Section 2.14 hereof, 2.7 shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result Bank in proportion to its share of outstanding Revolving Loans. Amounts paid or prepaid on the Borrower's failure to prepay. A certificate of each Lender claiming compensation Term Loans under this Section 2.04(a), setting forth 2.7 shall be for the account of each Bank in reasonable detail the calculation proportion to its share of outstanding Term Loans. Optional prepayments of the additional amount or amounts to be paid to it hereunder Term Loans shall be presumptive evidence applied to the installments due thereunder in the inverse order of their maturity. Part B -- Terms of the validity Letter of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.Credit Facility ------------------------------------------------

Optional Prepayments. (a) The Borrower may, upon may at least two Business Days prior written notice to Administrative Agent stating any time after the proposed date and aggregate principal amount first anniversary of the prepaymentClosing Date, and from time to time thereafter prepay the outstanding principal amount of any Advances Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other (subject to Section 4.1(b)), upon irrevocable (provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of any one or more events, 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) notice delivered to the Administrative Agent no later than any Consequential Loss; provided11:00 A.M., howeverNew York City time, that three Business Days prior thereto, in the case of a prepayment of a Base AdvanceLIBOR Loans, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least and no later than 11:00 A.M., New York City time, one Business Day prior written notice. Each partial prepayment shallthereto, in the case of Base Advances under the Rate Loans, be in an aggregate principal which notice shall specify the date and amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in prepayment and whether the case prepayment is of LIBOR Advances under Loans or Base Rate Loans; provided, that if a LIBOR Loan is prepaid on any day other than the Loanslast day of the Interest Period applicable thereto, be in an aggregate principal amount the Borrower shall also pay any amounts owing pursuant to Section 4.11. Upon receipt of not less than $500,000 or a larger integral multiple of $100,000 in excess any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Unless the notice shall be properly revoked pursuant to the first sentence of prepayment is giventhis Section 4.1(a), the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, specified in such notice shall be due and payable on the date specified in such notice unless the Borrower revokes its noticetherein, provided that, if the Borrower revokes its notice of prepayment prior together with accrued interest to such date specifiedon the amount prepaid. Partial prepayments of Loans pursuant to this Section 4.1 shall be in an aggregate principal amount of $1,000,000 or integral multiples of $100,000 in excess thereof. Subject to Section 4.8(b), the Borrower shall reimburse the Administrative Agent for the account amount of all Lenders for all Consequential Losses suffered by each Lender as a result principal prepayment of the Borrower's failure Loans pursuant to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail 4.1 shall be applied (x) on a pro rata basis as between each Class of Loans and (y) to reduce the calculation then remaining installments of Loans of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of same Class on a pro rata basis, as directed by the validity of such claimBorrower. (b) The application All mandatory repayments of prepayments made under this principal of Loans required pursuant to Section 2.04 as between 4.2(b) or required upon the Revolver Loan, the Special Purpose Loan Loans becoming due and the Term Loan shall be determined payable in accordance with Section 9.1, in each case, prior to the provisions first anniversary of Section 2.13(f) hereofthe Closing Date, will be subject to payment by the Borrower to the Administrative Agent, for the ratable account of each Lender, of the Prepayment Premium on the principal amount so prepaid or repaid. All voluntary prepayments made of principal of Loans pursuant to this Section 2.04 4.1 (including, for the avoidance of doubt, any prepayment of Refinanced Debt) and all mandatory repayments of principal of Loans required pursuant to Section 4.2(b) or required upon the Loans becoming due and payable in accordance with Section 9.1, in each case, on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, will be subject to payment by the Borrower to the Administrative Agent, for the ratable account of each Lender, of a prepayment premium on the principal amount so prepaid or repaid of 2.0%; provided, that, for the avoidance of doubt, the Borrower not may not make any voluntary prepayments of principal of Loans prior to the first anniversary of the Closing Date. Such fees shall be first applied due and payable upon the date of any voluntary prepayment or any mandatory prepayment of principal of Loans required pursuant to Base Advances then to LIBOR Advances, all without premium Section 4.2(b) or penalty, except required upon the Borrower must pay together Loans becoming due and payable in accordance with any such prepayments, any Consequential LossesSection 9.1.

Optional Prepayments. Prior to the date that is the thirty (a30) The Borrower month anniversary of the Issue Date, the Issuer shall not be permitted to make any optional prepayment of the Notes. At any time, or from time to time, on or after the date that is the thirty (30) month anniversary of the Issue Date, the Issuer may, at its option, upon at least two Business Days prior written revocable notice to Administrative Agent stating the proposed date and aggregate principal amount as provided below, prepay all or any part of the Notes, in an amount not less than 10% of the Accreted Principal Amount of the Notes then outstanding in the case of a partial prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with (i) interest accrued interest and unpaid thereon (including applicable default interest, if any) to the date of such prepayment on prepayment, plus (ii) the principal amount applicable Prepayment Premium (if any) as of the date of such prepayment, plus (iii) the Equity Option Fee. The Issuer will give each Holder of the Notes to be prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the prior written notice of each optional prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of this Section 3.4 not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in ten (10) Business Days prior to the case of LIBOR Advances under date fixed for such prepayment (the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof“Notice Period”). If any Each such revocable notice of shall specify such prepayment is givendate, the principal amount stated thereinAccreted Principal Amount of the Notes to be prepaid on such date, together the Accreted Principal Amount of each Note held by such Holder to be prepaid (determined in accordance with accrued Section 3.6), the interest and fees to be paid on the amount prepaid prepayment date with respect to such Accreted Principal Amount being prepaid, the Prepayment Premium (if any) and the amountEquity Option Fee (provided, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower Issuer revokes its notice of prepayment prior to such date specifiednotice, the Borrower Issuer shall reimburse the Administrative Agent be responsible for the account of all Lenders for all Consequential Losses suffered reasonable and documented out-of-pocket costs and expenses incurred by each Lender as a result Holder in connection with same). During the Notice Period, each Holder of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts Notes to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined prepaid may exercise its Conversion Option in accordance with Sections 4.1 and 4.3 in lieu of receiving the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except applicable prepayment on the Borrower must pay together with any date fixed for such prepayments, any Consequential Lossesprepayment.

Optional Prepayments. (ai) The Borrower At their option, the Borrowers may, upon at least two one (1) Business Days prior written Day's notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under Rate Loans or Base Rate Portions or three (3) Business Days' notice to the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, Administrative Agent in the case of LIBOR Advances under Loans or LIBOR Portions, prepay the LoansLoans in any Borrowing in part, be in an aggregate a minimum principal amount of not less than (A) in the case of Base Rate Loans or Base Rate Portions, $500,000 1,000,000 or a larger an integral multiple of $100,000 in excess thereof, or (B) in the case of LIBOR Loans or LIBOR Portions, $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of such prepayment. If any such notice of prepayment is givengiven by the Borrowers, the principal amount stated therein, together with accrued interest on the amount prepaid Borrowers shall make such prepayment and the amount, if any, due under Section 2.12 and Section 2.14 hereof, payment amount specified in such notice shall be due and payable on the date specified in such notice unless therein. If no Event of Default has occurred and is continuing, (A) all prepayments under this SECTION 2.07(b) which are applied to reduce the Borrower revokes its notice, provided that, principal amount of the Loans shall be applied to the Loans as directed by the Borrowers and (B) if the Borrower revokes its notice Borrowers fail to direct the application of prepayment prior any such principal prepayments, such principal prepayments shall be applied first to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result payment of the Borrower's failure then outstanding Swing Line Loans, then to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation payment of the additional amount or amounts then outstanding Revolving Loans, then to be paid to it hereunder shall be presumptive evidence the payment of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between then outstanding Term Loans and then to Cash Collateralize the Revolver LoanObligations in an amount equal to the L/C Obligations and shall in each case, to the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall extent possible, be first applied to prepay Base Advances Rate Portions and then if any funds remain, to prepay LIBOR AdvancesPortions. If an Event of Default has occurred and is continuing, all prepayments under this SECTION 2.07(b) shall be applied as set forth in SECTION 2.08(c). (ii) At their option, the Borrowers 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, except that (A) such notice must be received by the Borrower must pay together with Swing Line Lender and the Administrative Agent not later than 1:00 p.m., on the date of the prepayment, and (B) any such prepaymentsprepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment.If such notice is given by the Borrowers, any Consequential Lossesthe Borrowers shall make such 55 prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice shall have the right to Administrative Agent stating repay the proposed date Revolving Loans and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances Swingline Loans in whole or in part, together with accrued interest part from time to time as the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential LossBorrower may elect; provided, however, that each partial prepayment or repayment of (i) Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof and (ii) Swingline Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof (or the case of a prepayment of a Base Advance, the remaining outstanding principal amount). The Borrower shall give at least three (3) Business Days’ (but not more than five (5) Business Days’) irrevocable notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under Rate Loans and at least one (1) Business Day’s (but not more than five (5) Business Days’) irrevocable notice in the case of Alternate Base Rate Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for (which shall notify the account of all Lenders for all Consequential Losses suffered by each Lender thereof as a result of soon as practicable). To the Borrower's failure extent the Borrower elects to prepay. A certificate of each Lender claiming compensation repay the Revolving Loans and/or Swingline Loans, amounts prepaid under this Section 2.04(a)shall be applied to the Revolving Loans and/or Swingline Loans, setting forth in reasonable detail the calculation as applicable of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of Revolving Lenders in accordance with their respective Pro Rata Shares. Within the validity of such claim. (b) The application of foregoing parameters, prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan 2.6(a) shall be determined applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in accordance with the provisions direct order of Section 2.13(f) hereofInterest Period maturities. All prepayments made pursuant to under this Section 2.04 shall be first applied subject to Base Advances then to LIBOR AdvancesSection 2.15, all but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, except at the Borrower must pay together with request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any such prepayments, any Consequential Lossesdate that a prepayment is made hereunder through the date of prepayment.

Optional Prepayments. Prior to the Loan Maturity Date, Borrower may prepay all (abut not less than all) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating of the proposed date and $1,000,000 aggregate principal amount of the prepaymentNotes (an “Optional Prepayment”), prepay in an amount (the outstanding principal amount of any Advances in whole or in part“Optional Prepayment Amount”), together with accrued interest to as follows: Closing Date until the date 30 Days following the Closing Date The sum of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an (i) $1,000,000 aggregate principal amount of not less Notes; (ii) Interest Payment Amount and (iii) all other amounts due to Lenders under this Agreement and the other Documents (other than the Warrants) (collectively the “Base Amount”) Day 31 from the Closing Date until the date 60 days following the Closing Date 110% multiplied by the Base Amount Day 61 from the Closing Date until the date 90 days following the Closing Date 112% multiplied by the Base Amount Day 91 from the Closing Date until the date 120 days following the Closing Date 114% multiplied by the Base Amount Day 121 from the Closing Date until the date 150 days following the Closing Date 116% multiplied by the Base Amount Day 151 from the Closing Date until the date 180 days following the Closing Date 118% multiplied by the Base Amount The dollar amount of the Optional Prepayment Amount to be paid to each Lender shall equal the product of (i) such Lender’s Pro Rata Percentage, multiplied by (ii) the Optional Prepayment Amount. If the Borrower elects to effectuate an Optional Prepayment, it shall send to each Lender a written notice (the “Prepayment Notice”), providing the exact date the Optional Prepayment Amount shall be paid (which in no event shall be later than five (5) Business Days from the date the Prepayment Notice is sent by the Borrower to each of the Lenders as provided elsewhere herein (the “Prepayment Date”)), and a break-down of the Optional Prepayment Amount to be paid to each Lender. Each Lender’s pro rata portion of the Optional Prepayment Amount shall be paid to such Lender in cash by the Borrower wiring to each such Lender in immediately available funds each Lender’s pro rata portion of the Optional Prepayment Amount pursuant to wire instructions provided by each Lender to the Borrower. If the $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an 1,000,000 aggregate principal amount of not less than $500,000 or a larger integral multiple Notes are repaid by the Borrower to the Lenders none of $100,000 in excess thereof. If any notice of prepayment is given, the aggregate principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to Notes may be paid to it hereunder shall be presumptive evidence of the validity of such claimreborrowed. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Subject to the provisions of Section 4.3, the Borrower may, upon may at least two Business Days prior written notice any time and from time to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, time prepay the outstanding principal amount of any Advances Revolving Credit Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; providedpenalty, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon (i) at least one Business Day Day's prior written notice. Each partial prepayment shall, in the case of notice for Base Advances under the Rate Loans and (ii) three Business Days' notice for LIBOR Loans, PROVIDED, that if a LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.13 and PROVIDED, FURTHER, that if after giving effect to any prepayment of LIBOR Loans there remain LIBOR Loans outstanding, such outstanding LIBOR Loans shall be in an amount in excess of $5,000,000. Upon receipt of any such notice, the General Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to Section 4.13 and accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount of not less than $100,000 or a larger integral multiple 5,000,000 and whole multiples of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 250,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application amount of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan each optional prepayment shall be determined applied FIRST, to the prepayment of the Revolving Credit Loans, SECOND, payment of any unpaid drawings under Letters of Credit, and THIRD, to the cash collateralization of outstanding undrawn Letters of Credit by depositing into a cash collateral account (the "CASH COLLATERAL ACCOUNT") maintained at a bank or financial institution acceptable to the General Administrative Agent an amount equal to 105% of the amount by which the aggregate undrawn Letters of Credit exceeds the amount of cash held in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential LossesCash Collateral Account.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent Lender stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a -------- ------- Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice10:00 a.m. on the date of prepayment. Each partial prepayment shall, in the case of Base Advances under the LoansAdvances, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the LoansAdvances, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent Lender for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application No prepayments of prepayments Advances made under prior to the Conversion Date solely pursuant to this Section 2.04 as between shall cause the Revolver Loan, Available Commitment to be reduced. Each prepayment of Advances on or after the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments Conversion Date made pursuant to this Section 2.04 shall permanently reduce the Available Commitment by the amount of such prepayment as of the date of such prepayment, and shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except installments due and owing under Section 2.06(b) hereof in the Borrower must pay together with any such prepayments, any Consequential Lossesinverse order of maturity.

Optional Prepayments. (a) The Borrower mayExcept as contemplated by Section 13.6, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate Borrowers may not make any prepayments of principal amount on account of Term Loan B until the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest Borrowers’ Revolving Credit Obligations to the date of such prepayment on Revolving Credit Lenders and Borrowers’ Term Loan A Obligations to the principal amount prepaid without premium or penalty other than any Consequential LossTerm Loan A Lenders have been paid in full and the Revolving Credit Dollar Commitments and Term Loan A Commitments have been terminated; provided, however, that the Borrowers may prepay Term Loan B in the case of a prepayment of a Base Advancewhole or in part at any time without penalty or premium, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shallsubject to, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case prepayment of LIBOR Advances under borrowings, reimbursement of the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid Term B Lenders’ breakage and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its noticeredeployment costs, provided further that: (A) the Borrowers are not In Default, if the Borrower revokes its notice and no Event of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender Default exists or would occur as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim.prepayment; (bB) The application the Borrowers shall have delivered to the Agent evidence demonstrating, in form and substance satisfactory to the Agent, that Availability for the period ending immediately prior to the prepayment of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan B was equal to or greater than 20% of the lesser of (1) the then-current Maximum Revolving Credit Ceiling or (2) (x) the then-current Borrowing Base plus (y) the Term Loan A to Value Reserve (and, at any time after the Term Loan B Guaranties have been released or otherwise terminated and so long as Term Loan B is outstanding, the Term Loan B to Value Reserve) less (z) Availability Reserves; and (C) the Borrowers shall have delivered to the Agent pro forma financial statements for the succeeding period of six months demonstrating, in form and substance satisfactory to the Agent, that Availability will equal or exceed 20% of the lesser of (1) the then-current Maximum Revolving Credit Ceiling or (2) (x) the then-current Borrowing Base plus (y) the Term Loan A to Value Reserve (and, at any time after the Term Loan B Guaranties have been released or otherwise terminated and so long as Term Loan B is outstanding, the Term Loan B to Value Reserve) less (z) Availability Reserves at all times during such six month period after giving effect to such prepayment of the Term Loan B. Prepayments of Term Loan B shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except reduce mandatory prepayments under clause (b)(i)(A) above in the Borrower must pay together with any such prepayments, any Consequential Lossesdirect order of maturity.

Optional Prepayments. (a) The Borrower may, upon at least two one (1) Business Days prior written Day's notice to the Administrative Agent, prepay any Group of Base Rate Loans or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1, in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars ($100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The Borrower may, from time to time on any Business Day so long as prior notice is given to the Administrative Agent stating and Swingline Lender no later than 1:00 p.m. (Dallas, Texas time) on the proposed date and aggregate principal amount of the day on which Borrower intends to make such prepayment, prepay the outstanding principal amount of any Advances Swingline Loans in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that part in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than amounts aggregating $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger higher integral multiple of $100,000 in excess thereof. If any notice (or, if less, the aggregate outstanding principal amount of prepayment is given, all Swingline Loans then outstanding) by paying the principal amount stated therein, to be prepaid together with accrued interest thereon to the date of prepayment no later than 2:00 p.m. (Dallas, Texas time) on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, such day. Each such optional prepayment shall be due and payable on applied to prepay ratably the date specified Loans of the several Banks (or the Swingline Lender in the case of Swingline Loans) included in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount Group or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimBorrowing. (b) The application Borrower may, upon at least one (1) Business Days' notice to the Administrative Agent, prepay any Euro-Dollar Loan as of prepayments made under this the last day of the Interest Period applicable thereto. Except as provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 2.04 as between the Revolver Loan8.2, 8.3 or 8.4 hereof, the Special Purpose Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. In addition, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the end of the Interest Period applicable thereto without the consent of all applicable Designated Lenders and the Term Loan Banks. Any such prepayment shall be determined upon at least three (3) Business Days notice to the Administrative Agent. Each such optional prepayment shall be in accordance with the provisions amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of Section 2.13(f) hereof. All prepayments made the Banks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to this Section 2.04 shall 8.2, 8.3 or 8.4 hereof may be first applied prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. (c) The Borrower may at any time and from time to Base Advances time cancel all or any part of the Commitments by the delivery to the Administrative Agent of a notice of cancellation within the applicable time periods set forth in Sections 2.11(a) and (b) if there are Loans then outstanding or, if there are no Loans outstanding at such time as to LIBOR Advanceswhich the Commitments with respect thereto are being canceled, upon at least one (1) Business Day's notice to the Administrative Agent, whereupon, in either event, all without premium or penaltysuch portion of the Commitments, except as applicable, shall terminate as to the Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding, Borrower must pay together with any shall prepay, as applicable, all or such prepayments, any Consequential Losses.portion of Loans

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice Borrowers shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances Loans in whole or in part, together with accrued interest part from time to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Losstime; provided, however, that in the case of a (i) each partial prepayment of a an Alternate Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, Rate Loan shall be in an aggregate a minimum principal amount of not less than $100,000 or a larger 250,000 and integral multiple multiples of $50,000 in excess thereof and, in the case thereof; provided that each partial prepayment of LIBOR Advances under the Loans, a Swingline Loan shall be in an aggregate a minimum principal amount of not less than $100,000 and integral multiples of $50,000 in excess thereof; and (ii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $500,000 or a larger and integral multiple multiples of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the The Parent Borrower shall reimburse give three Business Days’ irrevocable notice in the case of LIBOR Rate Loans and one Business Day’s irrevocable notice in the case of Alternate Base Rate Loans to the Administrative Agent for (which shall notify the account of all Lenders for all Consequential Losses suffered by each Lender thereof as a result of the Borrower's failure soon as practicable). Each prepayment pursuant to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder 2.8(a) shall be presumptive evidence applied to the outstanding Loans as the Parent Borrower may elect; provided, that (i) any prepayment of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined applied pro rata to the remaining Term Loan amortization payments set forth in Section 2.2(b), (ii) any prepayment of an Additional Term Loan shall be applied pro rata to the remaining amortization payments (if any) of such Additional Term Loan and (iii) each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage, Term Loan Commitment Percentage or Commitment Percentage with respect to such Additional Loan, as applicable. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in the order of Interest Period maturities as the Parent Borrower may elect. All prepayments under this Section 2.8(a) shall be subject to Section 2.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the provisions of Section 2.13(f) terms hereof. All prepayments made pursuant to this Section 2.04 shall Amounts prepaid on the Term Loan or an Additional Term Loan may not be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesreborrowed.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances Loans in whole or in part, together with accrued interest part from time to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Losstime; provided, however, that in the case of a (i) each partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans (other than Swingline Loans, ) shall be in an aggregate a minimum principal amount of not less than $100,000 or a larger 5,000,000 and integral multiple multiples of $50,000 1,000,000 in excess thereof and, in the case and (ii) each prepayment of LIBOR Advances under the Loans, Swingline Loans shall be in an aggregate a minimum principal amount of not less than $500,000 or a larger 100,000 and integral multiple multiples of $100,000 in excess thereof. If The Borrower shall give irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) of any notice such voluntary prepayment to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) not later than 1:30 P.M. (Charlotte, North Carolina time) on the Business Day prior to the date of the requested prepayment is givenin the case of Alternate Base Rate Loans, and on the third Business Day prior to the date of the requested prepayment in the case of LIBOR Rate Loans. Amounts prepaid under this Section 2.8(a) shall be applied first pro rata to the Tranche A-1 Term Loan (ratably to the remaining principal installments thereof) and the Tranche B-▇ Term Loan (ratably to the remaining principal installments thereof) (provided, however, promptly upon notification thereof, one or more holders of the Tranche B-▇ Term Loan may decline to accept such payment to the extent there are sufficient amounts under the Tranche A-1 Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A-1 Term Loan and the Tranche B-▇ Term Loan held by Lenders accepting such payments) and then (after the Tranche A-1 Term Loan and Tranche B-▇ Term Loan have been paid in full) to the Revolving-1 Loans. Subject to the foregoing terms, amounts prepaid under this Section 2.8(a) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(a) shall be without premium or penalty except that (i) any prepayments of the Tranche B-▇ Term Loan made during the period commencing on the Fourth Amendment Effective Date and ending on May 29, 2004 will require payment of a premium of 0.50% of the principal amount stated therein, together with accrued interest being prepaid on such date and (ii) all prepayments shall be subject to Section 2.18. Interest on the principal amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between prepayment. Amounts prepaid on the Revolver Loan, the Special Purpose Loan Swingline Loans and the Term Loan shall Revolving-1 Loans may be determined reborrowed in accordance with the provisions of Section 2.13(f) terms hereof. All prepayments made pursuant to this Section 2.04 shall Amounts prepaid on the Tranche A-1 Term Loan and the Tranche B-▇ Term Loan may not be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesreborrowed.

Optional Prepayments. (ai) The Borrower may, upon at least two Business Days prior written Upon notice to Administrative Agent stating Agent, the proposed date and aggregate principal amount Borrowers may prepay all or part of the prepayment, prepay the outstanding principal amount of any Base Rate Advance(s) of the Revolving Credit at any time, provided that, unless the “Sweep to Loan” system shall be in effect in respect of the Revolving Credit, after giving effect to any partial prepayment, the aggregate balance of Base Rate Advance(s) of the Revolving Credit remaining outstanding shall be at least $1,000,000, and (ii) subject to Section 2.10(c), the Borrowers may prepay all or part of the outstanding principal of any Eurodollar-based Advance of the Revolving Credit at any time (subject to not less than one (1) Business Day’s notice to Agent) provided that, after giving effect to any partial prepayment, the unpaid portion of such Advance which is to be refunded or converted under Section 2.3 shall be at least $1,000,000. Any partial prepayments made under clauses (i) and (ii) above shall be in an amount equal to at least $250,000. (i) The Borrowers may prepay all or part of the outstanding principal of any Swing Line Advance carried at the Base Rate at any time, provided that after giving effect to any partial prepayment, the aggregate balance of such Base Rate Advances in whole remaining outstanding shall be at least $250,000 and (ii) subject to Section 2.10(c), the Borrowers may prepay all or in part, together with accrued interest part of the outstanding principal of any Swing Line Advance carried at the Quoted Rate at any time (subject to not less than one (1) day’s notice to the date Swing Line Lender) provided that after giving effect to any partial prepayment, the aggregate balance of such prepayment Quoted Rate Swing Line Advances remaining outstanding shall be at least $250,000. Any partial prepayments made under clause (i) above shall be in an amount equal to at least $250,000 and partial prepayments made under clause (ii) above shall be in the amount and on the principal amount prepaid terms agreed by the Borrowers and the Swing Line Bank at the time such Quoted Rate Advance is made. (c) Any prepayment of a Base Rate Advance made in accordance with this Section shall be without premium or penalty other than and any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice any other type of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, Advance shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior subject to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances11.1, all but otherwise without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Any Borrower may, upon may at least two Business Days prior written notice any time and from time to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, time prepay the outstanding principal amount of any Advances Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other (subject to the final sentence of this Section 4.1), upon irrevocable (provided that any such notice delivered by such Borrower may state that such notice is conditioned upon the effectiveness of any one or more events, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied) notice delivered to the Administrative Agent no later than any Consequential Loss; provided11:00 A.M., howeverNew York City time, that three Business Days prior thereto, in the case of a prepayment of a Base AdvanceLIBOR Loans, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least and no later than 11:00 A.M., New York City time, one Business Day prior written notice. Each partial prepayment shallthereto, in the case of Base Advances under the Rate Loans, be in an aggregate principal which notice shall specify the date and amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in prepayment and whether the case prepayment is of LIBOR Advances under Loans or Base Rate Loans; provided, that if a LIBOR Loan is prepaid on any day other than the Loanslast day of the Interest Period applicable thereto, be in an aggregate principal amount the Borrowers shall also pay any amounts owing pursuant to Section 4.11. Upon receipt of not less than $500,000 or a larger integral multiple of $100,000 in excess any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any The amount specified in such notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its noticetherein, provided that, if the Borrower revokes its notice of prepayment prior together with accrued interest to such date specifiedon the amount prepaid. Partial prepayments of Loans pursuant to this Section 4.1 shall be in an aggregate principal amount of $1,000,000 or integral multiples of $100,000 in excess thereof. Subject to Section 4.8(b), the Borrower amount of each principal prepayment of the Loans pursuant to this Section 4.1 shall reimburse be applied (x) on a pro rata basis as between each Class of Loans and (y) to reduce the then remaining installments of Loans of the same Class on a pro rata basis, as directed by the Borrowers. In the event that any Loans are prepaid pursuant to this Section 4.1 at any time prior to December 21, 2016, the Borrowers shall pay to the Administrative Agent Agent, for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure Lenders, in addition to prepay. A certificate of each Lender claiming compensation under the amounts otherwise described in this Section 2.04(a)4.1, setting forth in reasonable detail an amount equal to the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimApplicable Premium. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. 2.2.1. At the Company's option, upon notice given as provided below and subject to the terms of the Senior Subordination Agreement, the Company may, at any time and from time to time on the last Business Day of any month, prepay all or any part of the principal of the Senior Subordinated Note, by payment to Purchaser of an amount equal to (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepaymentto be prepaid, prepay the outstanding principal amount of any Advances in whole or in part, together with plus (b) accrued unpaid interest to the date of such prepayment on the principal amount so prepaid, plus (c) any expense or indemnification amounts for which Purchaser may be entitled to receive payment or reimbursement hereunder or, if the Senior Subordinated Note is being prepaid in full, the aggregate amount of all other Senior Subordinated Obligations (including without limitation any Deferral Note outstanding), plus (d) a premium equal to the percentage of the principal amount so prepaid which is applicable in accordance with the following table based on the date on which such prepayment is made (a "Prepayment Fee"): Prepayment Date Premium --------------- ------- Closing Date through November 24, 2003 5% November 25, 2003 through November 24, 2004 4% Thereafter 0% Notwithstanding the foregoing, no Prepayment Fee shall be payable with respect to (a) prepayments made by the Company with the prior consent of the Senior Lender and the Purchaser (which consent by the Purchaser shall not be unreasonably withheld) during the period between November 25, 2003 through November 24, 2004 to the extent such prepayments do not exceed $2,000,000 (the "Two Million Dollar Prepayment Limit"), or penalty other than (b) prepayments of any Consequential Loss; providedprincipal of and interest on any Deferral Note. The amount of any prepayment on any Deferral Note during this period between November 25, however2003 through November 24, that 2004 shall not be included in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticeTwo Million Dollar Prepayment Limit. 2.2.2. Each partial prepayment shall, under this Section 2.2 shall be made on the last Business Day of a month in the case of Base Advances under the Loans, be in an aggregate a principal amount of not less than $100,000 or a larger 1,000,000 or, if greater than $1,000,000, then in integral multiple multiples of $50,000 in excess thereof and250,000. Each prepayment under this Section 2.2 shall be applied first to accrued interest on the principal amount prepaid, second to the Deferral Note, if any, third to the Prepayment Fee, fourth to any expenses to which Purchaser may be entitled, fifth to installments of principal in the case inverse order of LIBOR Advances their maturities, and sixth if the Senior Subordinated Note is being prepaid in full, the aggregate amount of all other Senior Subordinated Obligations. The amount of any such prepayment or any prepayment under Section 2.3 may not be reborrowed from the LoansPurchaser by the Company. The Company shall give notice of any optional prepayment to Purchaser not less than thirty (30) days nor more than sixty (60) days before the date for prepayment, specifying in each such notice the date upon which prepayment is to be in an aggregate made (which must be the last Business Day of a month) and the principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, Senior Subordinated Note (together with accrued interest and any applicable Prepayment Fee) to be prepaid on such date. Notice of prepayment having been so given, the applicable prepayment amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be become due and payable on the date specified prepayment date. The Company shall have no right to prepay the Senior Subordinated Note except as provided in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a2.2 or in Section 2.3. No Prepayment Fee shall apply to any scheduled principal payment under Section 2.1.1(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (ai) The Borrower may, upon at least two Business Days Subject to prior written notice pursuant to Administrative Agent stating clause (ii) below, the proposed date and aggregate principal amount of Borrower shall have the prepayment, right to optionally prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest without premium or penalty, the outstanding principal amount of the Loans on any Business Day for an amount equal to the date sum of such prepayment (A) the aggregate principal amount of the Loans being prepaid, (B) any accrued but unpaid interest on the principal amount of the Loans being prepaid without premium or penalty and (C) any other unpaid amounts then due and owing pursuant to this Agreement and the other Loan Documents, including any fees, costs, expenses and indemnities (other than any Consequential Lossinchoate indemnity and expense reimbursement obligations for which no claim has been made) (such aggregate amount, the “Prepayment Price”); provided, however, provided that in the case of a each partial prepayment of a Base Advanceprincipal of Loans shall be in an aggregate amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof (or, if less, the full remaining outstanding principal of the Loans). (ii) A notice of optional prepayment shall be effective only if received by the Administrative Agent not later than 2:00 p.m. (Eastern time) on a date not less than one (1) Business Day (nor more than fourteen (14) calendar days) prior to the proposed prepayment date; provided that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be given revoked by telephone the Borrower (by 3:00 p.m. upon at least one Business Day notice to the Administrative Agent on or prior written noticeto the specified date of prepayment) if such condition is not satisfied. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of optional prepayment is givenshall specify the proposed prepayment date, the Prepayment Price, the principal amount stated therein, together with accrued interest on the amount to be prepaid and the amount, any conditions to prepayment (if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(aapplicable), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower Borrowers may, upon at least two one (1) Domestic Business Days prior written Day’s notice to the Administrative Agent stating Agent, prepay any Alternate Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars ($100,000), by paying the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, to be prepaid together with accrued interest thereon to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticeprepayment. Each partial such optional prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on applied to prepay ratably the date specified Committed Loans of the several Lenders included in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimBorrowing. (b) The application Borrowers may, upon at least three (3) LIBOR Business Days’ notice to the Administrative Agent, prepay any LIBOR Loan as of prepayments made under this Section 2.04 the last day of the Interest Period applicable thereto. Except as between the Revolver Loanprovided in Article VIII, the Special Purpose Borrowers may not prepay all or any portion of the principal amount of any LIBOR Loan and prior to the Term Loan end of the Interest Period applicable thereto unless the Borrowers shall also pay any applicable expenses pursuant to Section 2.13. The Administrative Agent shall notify the Borrowers of any amounts due pursuant to Section 2.13 in connection with such prepayment within one (1) LIBOR Business Day after receipt of such notice of prepayment from the Borrowers (but subject to the right to submit subsequently a corrected statement). Each such optional prepayment shall be determined in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Committed Loans of the Lenders included. (c) The Borrowers may at any time and from time to time cancel all or any part of the Commitments in a minimum amount of Ten Million Dollars ($10,000,000) or any larger multiple of One Million Dollars ($1,000,000), by the delivery to the Administrative Agent of a notice of cancellation within the applicable time periods set forth in Sections 2.11(a) and (b) if there are Committed Loans then outstanding or, if there are no Committed Loans outstanding at such time as to which the Commitments with respect thereto are being cancelled, upon at least one (1) Domestic Business Day’s notice to the Administrative Agent whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the Lenders, pro rata on the date set forth in such notice of cancellation, and, if there are any Committed Loans then outstanding, Borrowers shall prepay, as applicable, all or such portion of Committed Loans outstanding on such date in accordance with the provisions requirements of Section 2.13(f2.11(a) hereofand (b). All prepayments made The Commitments may not be reduced to an amount less than $25,000,000 except in the event of the termination of the Commitments in full. Borrowers shall be permitted to designate in its notice of cancellation which Committed Loans, if any, are to be prepaid. In no event shall Borrowers be permitted to cancel Commitments for which a Letter of Credit has been issued and is outstanding unless Borrowers return such Letter of Credit, undrawn, to the applicable Fronting Lender. The Facility Amount shall be reduced by the dollar amount of any reduction of the Commitments pursuant to this Section 2.04 2.11(c). (d) The Borrowers may at any time return any undrawn Letters of Credit to the Fronting Lender in whole, but not in part, and the Fronting Lender shall promptly cancel such returned Letters of Credit and give the Borrowers, the Administrative Agent and each of the Lenders notice of such cancellation. (e) Upon receipt of a notice of prepayment or cancellation or a return of an undrawn Letter of Credit pursuant to this Section, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment or cancellation and such notice shall not thereafter be first applied revocable by the Borrowers. (f) Any amounts so prepaid pursuant to Base Advances then Section 2.11(a) or (b) may be reborrowed. In the event Borrowers elect to LIBOR Advancescancel all or any portion of the Commitments pursuant to Section 2.11(c) hereof, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesamounts may not be reborrowed.

Optional Prepayments. (a) The Borrower maymay elect to prepay any of -------------------- the Advances, upon after giving notice thereof to the Administrative Agent and the Banks by 12:00 p.m. (Houston, Texas time) (i) on the day of prepayment of any Swingline Advance, (ii) at least two three Business Days Days' prior written to the day of prepayment of any Eurodollar Rate Advances, and (iii) at least one Business Day prior to the day of prepayment of any Prime Rate Advances. Such notice to Administrative Agent stating shall be by telephone or telecopier, and if by telephone, confirmed promptly in writing, and must state the proposed date and aggregate principal amount of the such prepayment, whether such prepayment should be applied to reduce outstanding Revolving Advances or Swingline Advances, and if applicable, the relevant Interest Period for the Advances to be prepaid. If any such notice is given, the Borrower shall prepay Advances comprising part of the outstanding principal amount of any Advances same Borrowing in whole or ratably in partpart in an aggregate principal amount equal to the amount specified in such notice, together with and shall also pay accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Lossand amounts, if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such date; provided, however, that in the case of a each partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Revolving Advances under the Loans, -------- ------- shall be in an aggregate principal amount of not less than $100,000 3,000,000 or a larger an integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, 1,000,000. Each prepayment pursuant to this Section 2.7(b) shall be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accompanied by accrued interest on the amount prepaid to the date of such prepayment and the amountamounts, if any, due under required to be paid pursuant to Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender 2.8 as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimprepayment being made on such date. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances Loans made to it, in whole or in part, together with accrued interest without premium or penalty, at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, whether such Loans are Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro-Dollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower prior to 11:00 A.M. (New York City time) (x) on the date of such prepayment in the case of Term Loans or Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a Loans maintained as Euro-Dollar Loans; (ii) each prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, made pursuant to this Section 2.11 shall be in an aggregate principal amount of not less than at least $100,000 1,000,000 (or a larger integral multiple of $50,000 in excess thereof and, 250,000 in the case of LIBOR Advances under Swingline Loans), provided that no partial prepayment of Euro-Dollar Loans made pursuant to a Borrowing shall reduce the Loans, be in an aggregate principal amount of not Euro-Dollar Loans outstanding pursuant to such Borrowing to an amount less than $500,000 or the Minimum Borrowing Amount applicable thereto; (iii) each prepayment of Loans made pursuant to a larger integral multiple Borrowing pursuant to this Section 2.11 shall be applied pro rata among such Loans; (iv) each prepayment of $100,000 in excess thereof. If any notice Term Loans pursuant to this Section 2.11 shall be applied to each Tranche of prepayment is given, Term Loans on a pro rata basis (based on the then outstanding principal amount stated therein, together with accrued interest of such Tranche of Term Loans); (v) each prepayment of Tranche A Term Loans pursuant to this Section 2.11 shall be applied to reduce the then remaining Tranche A Scheduled Repayments on a pro rata basis (based on the then remaining principal amount prepaid of each Tranche A Schedule Repayment); and the amount, if any, due under (vi) each prepayment of Tranche B Term Loans pursuant to this Section 2.12 and Section 2.14 hereof, 2.11 shall be due and payable applied to reduce the then remaining Tranche B Scheduled Repayments on a pro rata basis (based on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate then remaining principal amount of each Lender claiming compensation under this Section 2.04(aTranche B Scheduled Repayment), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application Promptly after receiving a notice of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions prepayment of Section 2.13(fLoans (other than Swingline Loans) hereof. All prepayments made pursuant to this Section 2.04 Section, the Agent shall notify each Lender entitled to receive the proceeds thereof of the contents thereof and of such Lender's ratable share of such prepayment, and such notice shall not thereafter be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except revocable by the Borrower must pay together with any such prepayments, any Consequential LossesBorrower.

Optional Prepayments. Upon not less than seven (a7) The Borrower may, upon at least two Business Days prior written notice to the Administrative Agent stating Agent, the proposed date Borrower may make a Prepayment on any Business Day, subject to the limitations imposed by Applicable Law, (i) at any time between Closing and aggregate the first anniversary of Closing, at 101% of the principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with thereof plus accrued and unpaid interest to the date of such prepayment on Prepayment, (ii) at any time after the first anniversary of Closing, at 100% of principal amount prepaid without premium or penalty other than any Consequential Loss; thereof, plus accrued and unpaid interest thereon to the date of such Prepayment, if any, provided, however, that in the case event that the Borrower and IMPSAT Brazil notify the Administrative Agent of the Prepayment of the entire principal amount of the Term Loans then outstanding, together with the entire principal amount of the term loans then outstanding under the Brazil Financing Agreement, during the period between the Closing Date and the date 90 days thereafter, from the proceeds of a prepayment new issue of a Base AdvanceIndebtedness the terms of which are at least as favorable to the Borrower, IMPSAT Brazil and IMPSAT as this Agreement and the Brazil Financing Agreement, the notice Borrower may make such Prepayment at 100% of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticethe principal amount thereof plus accrued and unpaid interest to the date of such Prepayment. Each partial prepayment shall, in the case of Base Advances Other than an optional Prepayment under the proviso set forth above (which requires the Prepayment of the entire principal amount of the Term Loans), any Prepayment under this Section 3.2(b) shall only be in allowed if the amount thereof is equal to one million Dollars (US$1,000,000) or an integral multiple thereof, except that if the aggregate principal amount of not then outstanding is less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specifiedone million Dollars (US$ 1,000,000), the Borrower shall reimburse may prepay such aggregate principal amount. Upon receipt of such notice by the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of Agent, the Borrower's failure obligation to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder make such Prepayment shall be presumptive evidence of the validity of such claimirrevocable and binding. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice Borrowers shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances Loans in whole or in part, together with accrued interest part from time to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Losstime; provided, however, that in the case of a (i) each partial prepayment of a an Alternate Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, Rate Loan shall be in an aggregate a minimum principal amount of not less than $100,000 or a larger 250,000 and integral multiple multiples of $50,000 in excess thereof, (ii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof and, and (iii) each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $50,000 in excess thereof. The Parent Borrower shall give three Business Days' irrevocable notice in the case of LIBOR Advances under Rate Loans and one Business Day's irrevocable notice in the Loans, be in an aggregate principal amount case of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior Alternate Base Rate Loans to such date specified, the Borrower shall reimburse the Administrative Agent for (which shall notify the account of all Lenders for all Consequential Losses suffered by each Lender thereof as a result of the Borrower's failure soon as practicable). Each prepayment pursuant to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder 2.7(a) shall be presumptive evidence applied to the outstanding Loans as the Parent Borrower may elect; provided, that (i) any prepayment of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined applied pro rata to the remaining Term Loan amortization payments set forth in Section 2.1A(b) and (ii) each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in the order of Interest Period maturities as the Parent Borrower may elect. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the provisions of Section 2.13(f) terms hereof. All prepayments made pursuant to this Section 2.04 shall Amounts prepaid on the Term Loan may not be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesreborrowed.

Optional Prepayments. (a) The Borrower mayshall have the right at any time and from time to time to prepay any Borrowing, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest upon at least three Business Days’ prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential LossAdministrative Agent; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each each partial prepayment shall, in the case of Base Advances under the Loans, shall be in an aggregate principal amount which is an integral multiple of $5,000,000 and not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim25,000,000. (b) The application On the date of any termination or reduction of any Commitment pursuant to Section 2.10 and on the Maturity Date, the Borrower shall pay or prepay so much of the Loans as shall be necessary in order that, after giving effect to such reduction or termination, the aggregate principal amount of the Revolving Credit Outstandings shall not exceed the Total Commitment. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan (or portion thereof) to be prepaid, shall be irrevocable (but may be conditioned upon the closing of any financing arrangement obtained to refinance or replace the Facility) and shall commit the Borrower to prepay the Loan to which such notice relates by the amount stated therein on the date stated therein. All prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan 2.11 shall be determined in accordance with the provisions of subject to Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. (d) If at any time, except the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Commitments at such time, the Borrower must pay together with any shall forthwith prepay the Loans then outstanding in an amount equal to such prepayments, any Consequential Lossesexcess.

Optional Prepayments. (a) The Borrower mayUpon notice as provided in Section 2.3, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, Company may prepay the outstanding principal amount of any Advances Notes, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than at any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shalltime, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 1,000,000 or a larger in integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple multiples of $100,000 in excess thereof. If any notice of prepayment is given, thereof at the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting price set forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimSection 2.2(b). (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments Each prepayment made pursuant to Section 2.1(b), Section 7.10 (other than prepayments made in connection with a Camden Disposition pursuant to such Section 7.10) or paragraph (a) of this Section 2.04 2.2 shall be first applied at a price of (i) 100% of the principal amount to Base Advances then be prepaid, plus interest accrued thereon to LIBOR Advancesthe date of prepayment, if the Reinvestment Yield, on the applicable Determination Date, equals or exceeds the interest rate payable on or in respect of the Notes, or (ii) 100% of the principal amount to be prepaid, plus interest accrued thereon to the date of prepayment, plus a premium, if the Reinvestment Yield, on such Determination Date, is less than the interest rate payable on or in respect of the Notes. The premium shall equal (x) the aggregate present value of the amount of principal being prepaid (taking into account the manner of application of such prepayment required by Section 2.2(c)) and the present value of the amount of interest (exclusive of interest accrued to the date of prepayment) which would have been payable in respect of such principal absent such prepayment, determined by discounting (semi-annually on the basis of a 360-day year composed of twelve 30-day months) each such amount utilizing an interest factor equal to the Reinvestment Yield, less (y) the principal amount to be prepaid. (c) Any prepayment pursuant to Section 2.2(a) or 7.10 of less than all without premium of the Notes outstanding shall be applied, to reduce, pro rata, each of the prepayments and the final payment at maturity required by Section 2.1. (d) Except as provided in Section 2.1, this Section 2.2 and Section 7.10, the Notes shall not be prepayable in whole or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesin part.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any Consequential Loss, but without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice10:00 a.m. on the date of prepayment. Each partial prepayment shall, in the case of Base Advances under the LoansAdvances, be in an aggregate principal amount of not less than $100,000 50,000.00 or a larger integral multiple of $50,000 50,000.00 in excess thereof and, in the case of LIBOR Advances under the LoansAdvances, be in an aggregate principal amount of not less than $500,000 100,000.00 or a larger integral multiple of $100,000 50,000.00 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereofin respect of any Consequential Loss, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepayrepay. A certificate of each Lender claiming compensation under this Section 2.04(aparagraph (a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application As a condition precedent to any prepayment herein, each prepayment must be in the amount of prepayments made under this Section 2.04 as between 100% of the Revolver Loanprincipal amount to be prepaid, plus accrued interest thereon, plus any other sums that have become due to Administrative Agent and Lenders hereunder on or before the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advancesprepayment date but have not been paid, all without premium or penalty, except the Borrower must pay together with any such prepayments, plus any Consequential LossesLoss.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances Loans in whole or in partpart from time to time; PROVIDED, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, howeverHOWEVER, that in the case of a each partial prepayment of a Base AdvanceRevolving Loans, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in Tranche A Term Loan and the case of Base Advances under the Loans, Tranche B Term Loan shall be in an aggregate a minimum principal amount of not less than $100,000 or a larger 1,000,000 and integral multiple multiples of $50,000 1,000,000 in excess thereof andthereof, in the case and each prepayment of LIBOR Advances under the Loans, Swingline Loans shall be in an aggregate a minimum principal amount of not less than $500,000 or a larger 100,000 and integral multiple multiples of $100,000 in excess thereof. If any The Borrower shall give three Business Days' irrevocable notice in the case of LIBOR Rate Loans and one Business Day's irrevocable notice in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). Amounts prepaid under this Section 2.8(a) shall be applied first ratably to the Tranche A Term Loan to the remaining scheduled principal installments thereof until paid in full and the Tranche B Term Loan to the remaining scheduled principal installments thereof until paid in full (provided, however, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept such payment to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such payments) and then to the Revolving Loans, in each case first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments, under this Section 2.8(a) shall be subject to Section 2.18, but otherwise without premium or penalty; provided, however, that optional prepayments made with respect to Tranche B Term Loans within (i) six months of the Funding Date shall be subject to a prepayment is given, penalty of 1.5% and (ii) after six months but prior to the expiration of twelve months from the Funding Date shall be subject to a 1.0% prepayment penalty. Interest on the principal amount stated thereinprepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, together with accrued at the request of the Administrative Agent, interest on the principal amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on any date that a prepayment is made hereunder through the date specified in such notice unless of prepayment. Amounts prepaid on the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to Revolving Loans may be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined reborrowed in accordance with the provisions of Section 2.13(f) terms hereof. All prepayments made pursuant to this Section 2.04 shall Amounts prepaid on the Tranche A Term Loan and the Tranche B Term Loan may not be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesreborrowed.

Optional Prepayments. (a) The Borrower In addition to payments from required principal payments on Pledged Bonds, Lessor may, upon at least two 1 Domestic Business Days prior written notice Days' notice, prepay any Base Rate Tender Advance in whole at any time, or from time to Administrative Agent stating time in part in amounts aggregating at least $100,000 (or any lesser amount equal to the proposed date and aggregate outstanding balance of the Tender Advances), by paying the principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, to be prepaid together with accrued interest thereon to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticeprepayment. Each partial such optional prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on applied to prepay ratably the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result Base Rate Tender Advances of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimseveral LC Issuers which have Tender Advances outstanding. (b) The application In addition to payments from required principal payments on Pledged Bonds, and in any event subject to any payments required pursuant to the terms of prepayments made under this Section 2.04 as between Article VIII for such Euro-Dollar Rate Tender Advance, upon 3 Domestic Business Day's prior written notice, Lessor may prepay in amounts aggregating at least $1,000,000 (or any lesser amount equal to the Revolver Loanoutstanding balance of the Tender Advances) all or any portion of the principal amount of any Euro-Dollar Rate Tender Advance prior to the maturity thereof, by paying the Special Purpose Loan and principal amount to be prepaid together with accrued interest thereon to the Term Loan date of prepayment, together with any amounts required to be paid pursuant to Article VIII. Each such optional prepayment shall be determined in accordance with applied to prepay ratably the provisions Base Rate Tender Advances of Section 2.13(fthe several LC Issuers which have Tender Advances outstanding. (c) hereof. All prepayments made Upon receipt of a notice of prepayment pursuant to this Section 2.04 2.05, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such prepayment and such notice, once received by the Agent, shall not thereafter be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Lossesrevocable by Lessor.

Optional Prepayments. (a) The Borrower may, upon at least two one Domestic Business Days prior written Day's notice to Administrative Agent stating the proposed date and aggregate principal amount Lead Agent, prepay to the Lead Agent, for the account of the prepaymentBanks, prepay any Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount of any Advances in whole or in part, to be prepaid together with accrued interest thereon to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticeprepayment. Each partial such optional prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on applied to prepay ratably the date specified Loans of the several Banks included in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimBorrowing. (b) The application Except as provided in Section 8.2, the Borrower may not prepay all or any portion of prepayments made under the principal amount of any Euro-Dollar Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.12. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days' notice to the Lead Agent. Any notice of prepayment delivered pursuant to this Section 2.04 2.10(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in the amounts set forth in Section 2.10(a) above and shall be applied to prepay ratably the Loans of the Banks included. (c) A Borrower may at any time and from time to time cancel all or any part of the Commitments in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Lead Agent and the Banks of a notice of cancellation upon at least three (3) Domestic Business Days' notice to Lead Agent and the Banks, whereupon, all or such portion of the Commitments shall terminate as between to the Revolver LoanBanks, pro rata on the date -------- set forth in such notice of cancellation, and, if there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Commitments (after giving effect to any such reduction), the Special Purpose Loan and Borrower shall prepay to the Term Loan shall be determined Lead Agent, for the account of the Banks, all or such portion of Loans outstanding on such date in accordance with the provisions requirements of Section 2.13(fSections 2.10(a) hereofand (b). All prepayments made The Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (d) Upon receipt of a notice of prepayment or cancellation pursuant to this Section, the Lead Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment or cancellation and such notice shall not thereafter be revocable by the Borrower. (e) Any amounts so prepaid pursuant to this Section 2.04 shall 2.10 may be first applied reborrowed subject to Base Advances then to LIBOR Advances, all without premium or penalty, except the other terms of this Agreement. In the event that the Borrower must pay together with elects to cancel all or any portion of the Commitments pursuant to Section 2.10(c) hereof, such prepayments, any Consequential Lossesamounts may not be reborrowed.

Optional Prepayments. (a) The Any Borrower may, upon may at least two Business Days prior written notice any time and from time to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, time prepay the outstanding principal amount of any Advances Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other penalty, upon irrevocable notice delivered to the Administrative Agent no later than any Consequential Loss; provided(w) 12:00 noon, howeverLocal Time, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one three Business Day Days prior written notice. Each partial prepayment shallthereto, in the case of Base Advances under the Eurocurrency Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and(x) 12:00 noon, Local Time, one Business Day prior thereto, in the case of LIBOR Advances under ABR Loans (other than Dollar Swingline Loans), (y) 11:00 A.M., Local Time, on the date of prepayment for Multicurrency Swingline Loans and (z) 12:00 noon, Local Time, on the date of prepayment for Dollar Swingline Loans, be in an aggregate principal which notice shall specify the date and amount of not less prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than $500,000 or a larger integral multiple the last day of $100,000 in excess the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, specified in such notice shall be due and payable on the date specified therein, together with (except in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice case of prepayment prior Loans that are ABR Loans and Swingline Loans) accrued interest to such date specifiedon the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (or in the case of Multicurrency Loans, the Borrower shall reimburse the Administrative Agent for the account approximate Dollar Equivalent thereof). Partial prepayments of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder Swingline Loans shall be presumptive evidence in an aggregate principal amount of $100,000 or a whole multiple thereof (or in the validity case of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver LoanMulticurrency Swingline Loans, the Special Purpose Loan and approximate Dollar Equivalent thereof). If the Term Loan Borrowers reduce the Commitments, the Multicurrency Sublimit shall subsequently be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.reduced on a pro rata basis

Optional Prepayments. (a) The Borrower Subject to <Section 7.8 hereof, >the provisions of the Intercreditor Agreement and the Fee Letter, Borrowers may, upon <the receipt by any Loan Party of the Net Cash Proceeds from the issuance or sale of any Indebtedness or any equity securities (other than (i) Permitted Indebtedness, (ii) Net Cash Proceeds from the issuance of Qualified Equity Interests to members of the management or employees of any Loan Party, (iii) Net Cash Proceeds of the issuance of Equity Interests to any Loan Party, and (iv) Specified Equity Issuances to the extent that the Net Cash Proceeds received therefrom have been deposited in an account pledged solely to Agent and held in such account until the date of satisfaction of clause (c) of the Specified Convertible Subordinated Debt Condition (at which such time, such Net Cash Proceeds can be released to repay the Convertible Subordinated Debt in accordance with Section 7.18 hereof or released to the Borrowers)), Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds promptly, but in no event more than one (1) Business Day following the receipt thereof, and until the date of payment, such proceeds shall be held in trust for Agent; provided that, so long as no Default or Event of Default has occurred and is continuing, such percentage shall be reduced to (x) 50% with respect to the first $40,000,000 of Net Cash Proceeds received from the issuance of Qualified Equity Interests during the Term and (y) 0% with respect to the next (but only the next) $10,000,000 of Net Cash Proceeds received from the issuance of Qualified Equity Interests during the Term. Such prepayments shall be applied to the Loans in accordance with Section 2.3(f) hereof. The foregoing shall not be deemed to be implied consent to any issuance or sale of any Indebtedness or any equity securities otherwise prohibited by the terms and conditions hereof.>at least two ten Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepaymentAgent, prepay the outstanding principal amount of any Advances the Term Loan, in whole or in part, together with . Each prepayment made pursuant to this Section 2.1(c) shall be accompanied by the payment of accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest payment on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimprepaid. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon notice given to the Agent before 11:00 A.M. (New York City time) on the first Business Day prior to the date of prepayment in the case of Base Rate Advances or upon at least two three (3) U.S. Government Securities Business Days prior written Days’ notice to Administrative the Agent in the case of SOFR Advances, in each case stating the proposed date (which shall be a Business Day) and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount amounts of any the Revolving Credit Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Lossprepaid; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each (x) each partial prepayment shall, in the case of Base Advances under the Loans, shall be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, 10,000,000 in the case of LIBOR SOFR Advances under and $5,000,000 in the Loanscase of Base Rate Advances and in integral multiples of $1,000,000, and after giving effect thereto no Borrowing then outstanding shall have a principal amount of less than $5,000,000; and (y) in the case of any such prepayment of a SOFR Advance, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 8.04(b). The Borrower may, upon notice given to the Swingline Bank before 1:00 P.M. (New York City time) on the date of prepayment stating the proposed date (which shall be a Business Day) and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Swingline Advances in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than $500,000 or a larger 1,000,000 and in integral multiple multiples of $100,000 in excess thereof1,000,000. If any a notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made given pursuant to this Section 2.04 2.10 in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05, such notice of prepayment may be revoked (and no prepayment shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together required pursuant thereto) if such notice of termination is revoked in accordance with any such prepayments, any Consequential LossesSection 2.05.

Optional Prepayments. Upon notice as provided in Section 3.3, the Issuers may prepay the Notes, in whole or in part at any time, in multiples of $250,000 and pursuant to Section 9.2 the Issuers shall prepay the Notes in whole, in both cases as provided in this Section 3.2. Each such prepayment shall be at a price of either (ai) 100% of the principal amount to be prepaid, plus interest accrued thereon to the date of prepayment, in the event that the Reinvestment Yield shall, on the applicable Determination Date, equal or exceed the interest rate payable on or in respect of the Notes, or (ii) 100% of the principal amount to be prepaid, plus interest accrued thereon to the date of prepayment, plus a premium, in the event that the Reinvestment Yield shall, on such Determination Date, be less than the interest rate payable on or in respect of the Notes. The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating premium shall equal the proposed date present value of each remaining scheduled payment of principal and aggregate interest which would be required by Section 3.1 in respect of the principal amount of the prepaymentNotes being so prepaid (in the case of any prepayment to be made on other than a regular interest payment date, prepay such premium to be calculated after deducting the outstanding amount of interest accrued to the prepayment date and required to be paid in conjunction with the prepayment from the next succeeding regular interest payment), determined by discounting (on the basis of a 360-day year composed of twelve 30-day months) each such amount utilizing an interest factor equal to the Reinvestment Yield, less the principal amount to be prepaid. In the event optional prepayment is made by the Issuers, as provided in this Section 3.2, the principal amount of any Advances each such optional prepayment shall be applied on a pro rata basis to reduce the maturity payment and the required prepayments under Section 3.1. Except as provided in Section 3.1 and Section 3.2, the Notes shall not be prepayable in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower mayBorrowers may at any time prepay the Revolving Loans in whole or in part (other than prepayments which have the effect of permanently reducing the Commitments and other than in the case of Revolving Loans, if any, for which WLR Recovery Fund IV, L.P. has purchased a WLR Participation pursuant to the WLR Last-Out Participation Agreement, which Revolving Loans, if any, shall not be repaid until such time as all other Obligations have been Paid in Full) in an amount greater than or equal to $100,000 (other than Swing Loans for which no minimum shall apply), in each instance, without penalty or premium but subject to payment of LIBOR breakage costs as provided in Section 10.4. (b) The Borrowers may at any time upon at least two (2) Business Days Days’ prior written notice by the Borrower Representative to Administrative Agent stating the proposed date and aggregate principal amount of the prepaymentAgent, prepay the outstanding principal amount of any Advances Term Loan in whole or in partpart in an amount greater than or equal to $1,000,000, together with accrued interest in each instance, without penalty or premium but subject to payment of LIBOR breakage costs as provided in Section 10.4. Optional partial prepayments of the date Term Loan shall be applied in the manner set forth in Section 1.8(e). Optional partial prepayments of such the Term Loan in amounts less than $1,000,000 shall not be permitted. (c) The notice of any prepayment on the principal amount prepaid without premium or penalty shall not thereafter be revocable (other than any Consequential Loss; provided, however, that in the case of with respect to a prepayment in full of a Base Advancethe Loans and the termination of all Commitments, the notice of which such prepayment may be given conditioned upon the successful closing of a new credit facility) by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under Borrowers or the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid Borrower Representative and the amount, if any, due under Section 2.12 Agent will promptly notify each Lender thereof and Section 2.14 hereof, of such Lender’s Commitment Percentage of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of therein. Together with each prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan1.7, the Special Purpose Loan and the Term Loan Borrowers shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pay any amounts required pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses10.4.

Optional Prepayments. (a) The Borrower may, upon shall have the right at least two Business Days prior written notice any time and from time to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, time to prepay the outstanding principal amount of any Advances Term Loans, in whole or in part, together with accrued interest without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of LIBOR Loans, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, and (ii) in the case of any prepayment of Base Rate Loans, not less than one Business Day prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment on and the principal amount prepaid without premium of the Term Loans, or penalty other than portion thereof, to be prepaid. Upon receipt of any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advancesuch notice, the notice Administrative Agent shall promptly notify each affected Lender of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case contents thereof and of Base Advances under the Loans, be in an aggregate principal amount such Lender's Pro Rata Share of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereofany such prepayment. If any such notice of prepayment is given, the principal aggregate amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, specified in such notice shall be due and payable on the date specified designated in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior together with accrued interest to such date specifiedon the amount so prepaid in accordance with SECTION 2.8(e); PROVIDED, that if LIBOR Loans are prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall reimburse the Administrative Agent for the account of also pay all Lenders for all Consequential Losses suffered by each Lender as a result amounts required pursuant to SECTION 2.14. Each partial prepayment of the Borrower's failure to prepayTerm Loans shall be in an amount not less than $1,000,000 or a larger multiple of $1,000,000. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation Each prepayment of the additional amount or amounts to be paid to it hereunder Term Loans shall be presumptive evidence of the validity of such claimapplied ratably. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two Business Days prior written notice Company shall have the right to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances Loans in whole or in part, together with accrued interest part from time to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Losstime; provided, however, that (i) each partial prepayment of any Base Rate Loan shall be in the case a minimum principal amount of a (i) $100,000 and integral multiples of $100,000 in excess thereof, (ii) each partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, Swingline Loan shall be in an aggregate a minimum principal amount of not less than $100,000 or a larger and integral multiple multiples of $50,000 100,000 in excess thereof and, in the case and (iii) each partial prepayment of a LIBOR Advances under the Loans, RateSOFR Loan shall be in an aggregate a minimum principal amount of not less than $500,000 or a larger 100,000 and integral multiple multiples of $100,000 in excess thereof. If any The Company shall notify the Agent of such prepayment by written notice in the form of prepayment is givenExhibit 2.6(a) (a “Notice of Prepayment”). The Company shall give (x) three U.S. Government Securities Business Days’ irrevocable notice in the case of LIBOR RateSOFR Loans, (y) one Business Day’s irrevocable notice in the case of Base Rate Loans and (z) notice on the same Business Day on or prior to 3:00 p.m. in the case of Swingline Loans, to the Agent (which shall notify the Lenders thereof as soon as practicable). Amounts prepaid under this Section shall be applied to the outstanding Loans as the Company may elect. Within the foregoing parameters, prepayments under this Section 2.6(a) shall be applied first to Base Rate Loans and then to LIBOR RateSOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.6(a) shall be subject to Section 2.15, but otherwise without premium or penalty. Interest on the principal amount stated thereinprepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, together with accrued at the request of the Agent, interest on the principal amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on any date that a prepayment is made hereunder through the date specified in such notice unless of prepayment. Amounts prepaid on the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to Loans may be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined reborrowed in accordance with the provisions of Section 2.13(f) terms hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (ai) The Borrower may, upon at least two Business Days Subject to prior written notice pursuant to Administrative Agent stating clause (ii) below, the proposed date Borrower shall have the right to optionally prepay in whole or in part the outstanding principal amount of the Loans and/or any tranche thereof (i.e., any of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D Term Loans) on any Business Day for an amount equal to the sum of (A) the aggregate principal amount of the prepaymentLoans being prepaid, prepay (B) any accrued but unpaid interest on the principal amount of the Loans being prepaid, (C) any applicable Yield Protection Premium and (D) the Exit Fee and any other unpaid amounts then due and owing pursuant to this Agreement and the other Loan Documents (such aggregate amount, the “Prepayment Price”); provided that each partial prepayment of principal of Loans shall be in an aggregate amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof (or any remaining outstanding principal amount of the Loans and/or any Advances in whole or in part, together with accrued interest tranche thereof). (ii) A notice of optional prepayment shall be effective only if received by the Administrative Agent not later than 2:00 p.m. (Eastern time) on a date not less than three (3) (nor more than seven (7)) Business Days prior to the date proposed prepayment date; provided that a notice of optional prepayment may state that such prepayment on notice is conditional upon the principal amount prepaid without premium effectiveness of other credit facilities or penalty the receipt of the proceeds from the issuance of other than any Consequential Loss; providedIndebtedness or the occurrence of some other identifiable event or condition, however, that in the which case of a prepayment of a Base Advance, the such notice of prepayment may be given revoked by telephone the Borrower (by 3:00 p.m. upon at least one Business Day notice to the Administrative Agent on or prior written noticeto the specified date of prepayment) if such condition is not satisfied. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of optional prepayment is givenshall specify the proposed prepayment date, the Prepayment Price, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall to be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specifiedprepaid, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount applicable tranche or amounts tranches to be paid prepaid (if a partial prepayment) and any conditions to it hereunder shall be presumptive evidence of the validity of such claimprepayment (if applicable). (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. In addition to any right to optionally prepay any or all of the Notes in accordance with the Base Indenture, including Section 5.13(o) of the Base Indenture, and subject to Section 3.06(e) and (ag) The Borrower mayof this Series Supplement, upon at least two the Master Issuer shall have the option to prepay the Outstanding Principal Amount of any or all of the Tranches in whole or in part on any Business Days prior written notice Day or on any date a mandatory prepayment may be made and that is specified as the Series 2022-1 Class A-2 Prepayment Date in the applicable Prepayment Notices; provided that the Master Issuer shall not make any optional prepayment in part of any Tranche pursuant to Administrative Agent stating this Section 3.06(f)(i) in a principal amount for any single prepayment in part of less than $5 million on any Business Day (except that any such prepayment may be in a principal amount less than such amount if effected on the proposed date and aggregate same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Series 2022-1 Class A‑2 Distribution Account (including amounts to be transferred from the Cash Trap Reserve Account) is sufficient to pay the principal amount of the prepaymentTranches to be prepaid, prepay and the outstanding principal amount of any Advances on deposit in whole or in part, together with accrued interest the Senior Notes Principal Payment Account that is allocable to the date of such prepayment Tranches to be prepaid is sufficient to pay any Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium required pursuant to Section 3.06(e), in each case, payable on the principal relevant Series 2022-1 Class A-2 Prepayment Date; (ii) (A) the amount on deposit in the Senior Notes Interest Payment Account that is allocable to the Outstanding Principal Amount of the Tranche(s) to be prepaid without premium or penalty is sufficient to pay the Class A‑2 Quarterly Interest to but excluding the relevant Series 2022-1 Prepayment Date relating to the Outstanding Principal Amount of the Tranche(s) to be prepaid (other than any Consequential Loss; providedPost‑ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2022-1 Class A‑2 Notes in whole, however(x) the amount on deposit in the Senior Notes Post‑ARD Contingent Interest Account that is allocable to the Series 2022-1 Class A‑2 Notes is sufficient to pay the Series 2022-1 Class A‑2 Quarterly Post‑ARD Contingent Interest accrued through such Series 2022-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2022-1 Class A‑2 Notes on the next Weekly Allocation Date or, that in each case, such amounts have been either paid in the case of a prepayment of a Base Advance, clause (B)(y) or deposited to the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in Series 2022-1 Class A‑2 Distribution Account pursuant to Section 3.06(h); and (iii) the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower Master Issuer shall reimburse the Administrative Agent Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the account of Advance Interest Rate). The Master Issuer may prepay any or all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate Tranche(s) of each Lender claiming compensation under this Section 2.04(a), setting forth Series 2022-1 Class A‑2 Notes in reasonable detail the calculation full on any Business Day regardless of the additional amount number of prior optional prepayments or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimany minimum payment requirement. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Any Borrower may, upon may at least two Business Days prior written notice any time and from time to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, time prepay the outstanding principal amount of any Advances Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other (subject to the final sentence of this Section 4.1), upon irrevocable (provided that any such notice delivered by such Borrower may state that such notice is conditioned upon the effectiveness of any one or more events, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied) notice delivered to the Administrative Agent no later than any Consequential Loss; provided11:00 A.M., howeverNew York City time, that three Business Days prior thereto, in the case of a prepayment of a Base AdvanceLIBOR Loans, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least and no later than 11:00 A.M., New York City time, one Business Day prior written notice. Each partial prepayment shallthereto, in the case of Base Advances under the Rate Loans, be in an aggregate principal which notice shall specify the date and amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in prepayment and whether the case prepayment is of LIBOR Advances under Loans or Base Rate Loans; provided, that if a LIBOR Loan is prepaid on any day other than the Loanslast day of the Interest Period applicable thereto, be in an aggregate principal amount the Borrowers shall also pay any amounts owing pursuant to Section 4.11. Upon receipt of not less than $500,000 or a larger integral multiple of $100,000 in excess any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any The amount specified in such notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its noticetherein, provided that, if the Borrower revokes its notice of prepayment prior together with accrued interest to such date specifiedon the amount prepaid. Partial prepayments of Loans pursuant to this Section 4.1 shall be in an aggregate principal amount of $1,000,000 or integral multiples of $100,000 in excess thereof. Subject to Section 4.8(b), the Borrower amount of each principal prepayment of the Loans pursuant to this Section 4.1 shall reimburse be applied to reduce the then remaining installments of the Loans as directed by the Borrowers. In the event that any Loans are prepaid pursuant to this Section 4.1 at any time prior to the third anniversary of the Closing Date, the Borrowers shall pay to the Administrative Agent Agent, for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure Lenders, in addition to prepay. A certificate of each Lender claiming compensation under the amounts otherwise described in this Section 2.04(a)4.1, setting forth in reasonable detail an amount equal to the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimApplicable Premium. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two 1 Domestic Business Days prior written Days' notice (or same Domestic Business Days' notice as to Swing Loans) to the Administrative Agent stating Agent, prepay any Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating at least $5,000,000 or any larger multiple of $250,000 for Syndicated Borrowings (with no minimum payment as to Swing Loan Borrowings), by paying the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, to be prepaid together with accrued interest thereon to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticeprepayment. Each partial such optional prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on applied to prepay ratably the date specified Base Rate Loans of the several Banks (or of Wachovia, as to Swing Loans) included in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimBase Rate Borrowing. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with Subject to the provisions of Section 2.13(f8.05(a) hereofwith respect to any prepayment not made on the last day of the relevant Interest Period, the Borrower may, upon at least 2 Euro-Dollar Business Days' notice (or same Domestic Business Days' notice as to Swing Loans) to the Administrative Agent, prepay any Fixed Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating at least $5,000,000 or any larger multiple of $250,000 as to Syndicated Borrowings and Money Market Borrowings (with no minimum payment as to Swing Loan Borrowings), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, together with any amount required to be paid pursuant to Section 8.05(a). All prepayments made Each such optional prepayment shall be applied to prepay ratably the Fixed Rate Loans of the several Banks (or of Wachovia, as to Swing Loans which are Transaction Rate Loans,) included in such Fixed Rate Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.04 2.10, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except revocable by the Borrower must pay together with any such prepayments, any Consequential LossesBorrower.

Optional Prepayments. (ai) The Borrower may, upon written notice delivered to the Agent not later than 2:00 P.M. (Charlotte, North Carolina time) on the first Business Day prior to the date of such prepayment, prepay a Group of Base Rate Loans in whole at any time, or from time to time in part in amounts aggregating $500,000 or any larger multiple of $100,000 by paying (in Dollars) the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks included in such Group. (ii) The Borrower may, upon at least two three (3) Eurodollar Business Days prior written Days' notice to Administrative Agent stating the proposed date and aggregate Agent, prepay a Group of Eurodollar Loans in whole at any time, or from time to time in part in amounts aggregating $1,000,000 or any larger multiple of $100,000, by paying the principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, to be prepaid together with accrued interest thereon to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Lossprepayment, as designated by Borrower pursuant to Section 2.04(b); provided, however, provided that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent each Bank for the account of all Lenders for all Consequential Losses suffered any loss or expense incurred by each Lender it as a result of any such prepayment in accordance with Section 2.12. Each such optional prepayment shall be applied to prepay ratably the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation Loans of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of several Banks included in such claimGroup. (biii) The application Upon receipt of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions a notice of Section 2.13(f) hereof. All prepayments made prepayment pursuant to this Section 2.04 Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such prepayment and such notice shall not thereafter be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except revocable by the Borrower must pay together with any such prepayments, any Consequential LossesBorrower.

Optional Prepayments. (a) The Borrower mayAt any time after one year from the Closing Date for a Purchaser (but not before) the Company may at its option (subject to the other provisions of this Section 6.1) prepay all or part of the principal amount of Class 1 Notes outstanding for more than one year, upon at least two Business Days prior written notice a price equal to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or in part, together with Notes to be prepaid plus accrued interest thereon to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimprepayment. (b) The application aggregate amount of prepayments made under this Section 2.04 as between each prepayment of the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions principal amount of Section 2.13(f) hereof. All prepayments made Class 1 Notes pursuant to this Section 2.04 6.1 shall be allocated among all Class 1 Notes at the time outstanding for more than one year, in proportion, as nearly as practicable, to the respective unpaid principal amounts of such Class 1 Notes. (c) The right of the Company to prepay Class 1 Notes pursuant to this Section 6.2 shall be conditioned upon its giving notice of prepayment, signed by an officer, to the holders of Class 1 Notes not less than thirty (30) days and not more than sixty (60) days prior to the date upon 1. Notice of prepayment having been so given, the aggregate principal amount of the Class 1 Notes so specified in such notice, and all accrued and unpaid interest thereon, shall become due and payable on the specified prepayment date, but the right to apply any or all of the Class 1 Notes as payment to exercise any Class 1 Warrant or Warrants shall continue to, but not including, the date of such prepayment. Notwithstanding, the above, Class 1 Notes purchased after April 15, 2002 are subordinate in the right of payment to those Class 1 Notes purchased on or before April 15, 2002, and are on a par in the right of payment with Class 2 Notes. (d) Class 2 Notes must be paid at such times as the Company receives payment on the specified order(s) associated with such Notes, with payment being applied first applied to Base Advances accrued interest and then to LIBOR Advancesprincipal. Payment from receivables or letter of credit proceeds on these specified orders can be made on the Class 2 Notes even if the Company is then in default on the Class 1 Notes. In addition, all without premium the Company may make prepayment in full or penalty, except part on the Borrower must pay together with Class 2 Notes at any such prepayments, any Consequential Lossestime.

Optional Prepayments. (a) The Borrower may, upon notice given to the Agent before 11:00 A.M. (New York City time) on the first Business Day prior to the date of prepayment in the case of Base Rate Advances or upon at least two three (3) Business Days prior written Days’ notice to Administrative the Agent in the case of Eurodollar Rate Advances, in each case stating the proposed date (which shall be a Business Day) and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount amounts of any the Revolving Credit Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Lossprepaid; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each (x) each partial prepayment shall, in the case of Base Advances under the Loans, shall be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, 10,000,000 in the case of LIBOR Eurodollar Rate Advances under and $5,000,000 in the Loanscase of Base Rate Advances and in integral multiples of $1,000,000, and after giving effect thereto no Borrowing then outstanding shall have a principal amount of less than $5,000,000; and (y) in the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 8.04(b). The Borrower may, upon notice given to the Swingline Bank before 1:00 P.M. (New York City time) on the date of prepayment stating the proposed date (which shall be a Business Day) and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Swingline Advances in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than $500,000 or a larger 1,000,000 and in integral multiple multiples of $100,000 in excess thereof1,000,000. If any a notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made given pursuant to this Section 2.04 2.10 in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05, such notice of prepayment may be revoked (and no prepayment shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together required pursuant thereto) if such notice of termination is revoked in accordance with any such prepayments, any Consequential LossesSection 2.05.

Optional Prepayments. (a) The Borrower Subject to Section 4.06(a), the Company may, upon (i) at least two four --------------- Business Days Days' prior written notice to Administrative Agent the Agent, in the case of a prepayment of Offshore Rate Loans, and (ii) at least one Business Day's prior notice to the Agent, in the case of a prepayment of Reference Rate Loans, stating the proposed date and aggregate principal amount of the prepayment, prepay prepay, ratably among the Lenders in accordance with their Commitment Percentages, the outstanding principal amount of any Advances the Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; providedprepaid. (b) Each partial prepayment of Loans shall be, however, that (i) in the case of a prepayment Offshore Rate Loans, in the aggregate principal amount of a Base Advance, the notice $20,000,000 or an integral multiple of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, $10,000,000 in excess thereof and (B) in the case of Base Advances under the Reference Rate Loans, be in an the aggregate principal amount of not less than $100,000 10,000,000 or a larger an integral multiple of $50,000 5,000,000 in excess thereof andthereof; provided, -------- however, that, if the aggregate amount of Offshore Rate Loans comprised in the case ------- same Borrowing would be reduced as a result of LIBOR Advances under the Loans, be in any voluntary prepayment to an aggregate principal amount of not less than $500,000 or 20,000,000, such Offshore Rate Loans shall automatically Convert into Reference Rate Loans on the last day of the then current Interest Period. (c) If a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, such notice shall be irrevocable and the principal amount stated thereinin such notice, together with accrued interest on the thereon and any amount prepaid and the amount, if any, due under payable pursuant to Section 2.12 and Section 2.14 hereof4.06(a), shall be due and --------------- payable on the date specified in such notice unless the Borrower revokes notice. The Agent shall promptly notify each Lender of its notice, provided that, if the Borrower revokes its receipt of any notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof2.05. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.------------

Optional Prepayments. (a) The Borrower maymay elect to prepay any of the Advances, upon after giving notice thereof to the Administrative Agent and the Lenders by 12:00 p.m. (Houston, Texas) for Advances denominated in Dollars and by 12:00 p.m. in the Applicable Time for Revolving Advances denominated in Foreign Currencies and Swingline Advances made by Foreign Swingline Lenders (i) on the day of prepayment of any Swingline Advance, (ii) at least two three Business Days Days’ prior written to the day of prepayment of any Eurocurrency Rate Advances and (iii) the day prior to the prepayment of any Adjusted Base Rate Advance. Such notice to Administrative Agent stating shall be by telephone or facsimile, and if by telephone, confirmed promptly in writing, and must state the proposed date and aggregate principal amount of the such prepayment, whether such prepayment should be applied to reduce outstanding Revolving Advances or Swingline Advances, and if applicable, the relevant Interest Period for the Advances to be prepaid. If any such notice is given, the Borrower shall prepay Advances comprising part of the outstanding principal amount of any Advances same Borrowing in whole or ratably in partpart in an aggregate principal amount equal to the amount specified in such notice, together with and shall also pay accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Lossand amounts, if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such date; provided, however, that in the case of a (i) each partial prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written notice. Each partial prepayment shall, in the case of Base Eurocurrency Rate Advances under the Loans, shall be in an aggregate principal amount of not less than $100,000 or a larger 3,000,000 and in integral multiple multiples of $50,000 1,000,000 in excess thereof andthereof, in the case (ii) each partial prepayment of LIBOR Adjusted Base Rate Advances under the Loans, shall be in an aggregate principal amount of not less than $500,000 or a larger and in integral multiple multiples of $100,000 in excess thereof. If any notice , (iii) each partial prepayment of prepayment is given, the Swingline Advances shall be in an aggregate principal amount stated thereinof not less than $500,000, together with and (iv) any prepayment of an Advance shall be made in the Designated Currency in which such Advance was funded. Each prepayment pursuant to this Section 2.7(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and the amountamounts, if any, due under required to be paid pursuant to Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender 2.8 as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimprepayment being made on such date. (b) The application of prepayments made under this Section 2.04 as between the Revolver Loan, the Special Purpose Loan and the Term Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 2.04 shall be first applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the Borrower must pay together with any such prepayments, any Consequential Losses.

Optional Prepayments. (a) The Borrower may, upon at least two one Domestic Business Days prior written Day's notice to Administrative Agent stating the proposed date and aggregate principal amount Lead Agent, prepay to the Lead Agent, for the account of the prepaymentBanks, prepay any Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount of any Advances in whole or in part, to be prepaid together with accrued interest thereon to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in the case of a prepayment of a Base Advance, the notice of prepayment may be given by telephone by 3:00 p.m. upon at least one Business Day prior written noticeprepayment. Each partial such optional prepayment shall, in the case of Base Advances under the Loans, be in an aggregate principal amount of not less than $100,000 or a larger integral multiple of $50,000 in excess thereof and, in the case of LIBOR Advances under the Loans, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on applied to prepay ratably the date specified Loans of the several Banks included in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claimBorrowing. (b) The application Except as provided in Section 8.2, the Borrower may not prepay all or any portion of prepayments made under the principal amount of any Euro-Dollar Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.12. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days' notice to the Lead Agent. Any notice of prepayment delivered pursuant to this Section 2.04 2.10(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in the amounts set forth in Section 2.10(a) above and shall be applied to prepay ratably the Loans of the Banks included. (c) A Borrower may at any time and from time to time cancel all or any part of the Commitments in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Lead Agent and the Banks of a notice of cancellation upon at least three (3) Domestic Business Days' notice to Lead Agent and the Banks, whereupon, all or such portion of the Commitments shall terminate as between to the Revolver LoanBanks, pro rata on the date set forth in such notice of cancellation, and, if -------- there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Commitments (after giving effect to any such reduction), the Special Purpose Loan and Borrower shall prepay to the Term Loan shall be determined Lead Agent, for the account of the Banks, all or such portion of Loans outstanding on such date in accordance with the provisions requirements of Section 2.13(fSections 2.10(a) hereofand (b). All prepayments made The Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (d) Upon receipt of a notice of prepayment or cancellation pursuant to this Section, the Lead Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment or cancellation and such notice shall not thereafter be revocable by the Borrower. (e) Any amounts so prepaid pursuant to this Section 2.04 shall 2.10 may be first applied reborrowed subject to Base Advances then to LIBOR Advances, all without premium or penalty, except the other terms of this Agreement. In the event that the Borrower must pay together with elects to cancel all or any portion of the Commitments pursuant to Section 2.10(c) hereof, such prepayments, any Consequential Lossesamounts may not be reborrowed.