Common use of Prepayments Clause in Contracts

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided hereinA Borrower may, upon at least three Business Days' (or, in the case of Alternate Base Rate Advances, one Business Day's) notice to the Funding Agent (which notice the Funding Agent shall promptly transmit to each Lender) stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall not have the right to shall, prepay the Loan any Group of Contractual Advances in whole or ratably in part. On or after the Monthly Payment Date occurring two (2) months prior , together with accrued interest to the Maturity Date, Borrower may, date of such prepayment on the amount prepaid; provided no Event of Default has occurred and is continuing, at its option and upon thirty that (30i) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any each partial prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institutionaggregate principal amount not less than $25,000,000 and (ii) if the Advances prepaid are Eurodollar Advances, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid Borrower shall be applied obligated to reimburse the Loan on the next Monthly Payment Date, with any interest on such funds paid Lenders in respect thereof pursuant to Borrower on such date provided no Event of Default then existsSection 10.05(b). (b) On each A Borrower may, upon at least one Business Day's notice to the Funding Agent (which notice the Funding Agent shall promptly transmit to the relevant Swingline Banks) stating the proposed date on which Lender actually receives a distribution and aggregate principal amount of Net Proceedsthe prepayment, and if Lender does not make such Net Proceeds available to Borrower for Restorationnotice is given, such Borrower shall, at Lender’s optionprepay any Swingline Borrowing in whole or ratably in part, prepay together with accrued interest to the Debt in an amount equal to one hundred percent (100%) date of such Net Proceeds together with any applicable Interest Shortfall. prepayment on the amount prepaid; provided that (i) each partial prepayment shall be in a Dollar Amount not less than $5,000,000 and (ii) such Borrower shall make be obligated to reimburse the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due relevant Swingline Banks in connection with any prepayment made respect thereof pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment10.05(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, A Borrower may not prepay all or any portion of any Competitive Advance prior to the Prepayment Release Date, concurrently with maturity thereof. (d) Each notice referred to in subsection (a) or after an Event (b) of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender this Section shall be deemed an attempt to circumvent irrevocable and binding on the prohibition against prepayment set forth herein and (ii) BorrowerBorrower giving such notice and, in respect of any Borrowing comprised of Eurodollar Advances or Swingline Advances specified in such notice, such purchaser at foreclosure Borrower shall indemnify each Lender against any loss or other Person shall pay expense incurred by such Lender as a result of any failure to prepay on the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt date specified in such order and priority notice the entire amount to be prepaid as may be determined by Lender stated in its sole discretionsuch notice.

Prepayments. (a) Except as otherwise provided hereinIf the Revolving Facility Outstanding Amount shall at any time exceed the Borrowing Base, Borrower the Co-Borrowers shall not have the right to immediately prepay the Loan Revolving Advances in an amount equal to such excess, without notice or demand by the Bank. The Co-Borrowers from time to time may voluntarily prepay the Note in whole or in part. On In the event of either mandatory prepayment or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any voluntary prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, hereunder (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt Revolving Facility shall be applied against outstanding Advances of the Bank, (ii) each prepayment of the Note shall be made to the Debt Bank not later than 2:00 p.m. Local Time, on a Business Day, and funds received after that hour shall be deemed to have been received by the Bank on the next following Business Day, (iii) each partial prepayment of Fundings which, at the time of such prepayment, bear interest at a Eurodollar Rate shall be accompanied by accrued interest on such partial prepayment through the date of prepayment and additional compensation calculated in accordance with Section 2.18, (iv) each partial prepayment of Fundings with respect to the Revolving Facility which, at the time of such prepayment, bear interest at a Eurodollar Rate, shall be in an aggregate amount equal to the applicable minimum Funding amount specified in Section 2.4 for the Revolving Facility and, after application of any such prepayment, shall not result in a Eurodollar Funding remaining outstanding in an amount less than such minimum Funding amount, and (v) each partial prepayment of Fundings with respect to the Revolving Facility which, at the time of such prepayment, bear interest at a Floating Rate, shall be in an aggregate amount equal to $2,000,000 or a higher integral multiple of $1,000,000, unless (in either case) the aggregate outstanding balance of the Note under the Revolving Facility being prepaid is less than the minimum Funding amount, in which event any such prepayment may be in such order and priority as may be determined by Lender in its sole discretionlesser amount.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have provide the right to prepay Agent with prior written notice in conformity with the Loan Required Notice Period in the form of Exhibit IX hereto (a “Prepayment Notice”) of any proposed prepayment in whole or in partpart of any Advances Outstanding. On or after The Borrower shall only deliver a Prepayment Notice if Collections are available in an amount sufficient to make the Monthly Payment Date occurring two proposed prepayment of Advances Outstanding plus any related accrued and unpaid Interest and Broken Funding Costs. Such Prepayment Notice shall designate (2i) months prior the date (the “Proposed Prepayment Date”) upon which any such prepayment shall occur (which date shall give effect to the Maturity applicable Required Notice Period and need not be a Settlement Date), (ii) the amount of the Advances Outstanding to be prepaid, and (iii) to which Loan or Loans such prepayment shall apply (in the absence of direction from the Borrower as to which Loans shall be prepaid such prepayment shall be applied as the Agent shall determine in its reasonable discretion) (the “Aggregate Prepayment”). Only one (1) Prepayment Notice shall be outstanding at any time. The Borrower shall pay any Broken Funding Costs and accrued and unpaid Interest on the portion of the Aggregate Loan Amount which has been prepaid on the Proposed Prepayment Date, Borrower mayprovided, provided no Event however, that unpaid accrued Interest on such prepaid amount shall only be paid on such date if so requested by the Agent, on behalf of Default has occurred and is continuingthe Lender, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (otherwise such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan payable on the next Monthly Payment occurring Settlement Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date If on which any day the Credit Exposure exceeds the amount obtained by subtracting the Required Reserve from the Net Pool Balance (such an event, a “Borrowing Base Deficiency”), the Borrower, upon notice from Lender actually receives or Agent of such Borrowing Base Deficiency or upon the knowledge of an Authorized Officer of the Borrower thereof, shall make a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt prepayment in an amount equal to one hundred percent (100%) such Borrowing Base Deficiency to be applied first, to the ratable reduction of such Net Proceeds together with any applicable Interest Shortfallthe Aggregate Loan Amount and second, to Cash-Collateralize the LC Obligations. The Borrower shall also make the Condemnation Payment as payment of any Broken Funding Costs and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, accrued and shall be applied by Lender unpaid Interest on the next Monthly Payment Dateportion of the Aggregate Loan Amount which has been prepaid, with any interest provided, however, that unpaid accrued Interest on such funds prepaid amount shall only be paid to Borrower on such date provided no Event of Default then exists. (c) Ifif so requested by the Agent, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part on behalf of the principal of the Loan is tendered by BorrowerLender, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion, otherwise such Interest shall be payable on the next occurring Settlement Date.

Prepayments. (a) Except as otherwise provided herein, Borrower All Notes issued with respect to any Unit that has suffered or been deemed to have suffered a Casualty Occurrence shall not have the right to prepay the Loan be prepaid in whole or in part. On part by the Borrower if such Unit or Units are not replaced pursuant to Section 7.3 hereof on the relevant date determined pursuant to Section 7.3 hereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Notes as at the date of such prepayment for such Unit or Units (after deducting therefrom the Monthly Payment Date occurring two (2principal installment, if any, due on the date of such prepayment) months by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units of Equipment and the denominator of which shall be the aggregate Equipment Cost of all Units of Equipment subject to the Mexican Trust Agreement immediately prior to the Maturity Datedate of such prepayment, Borrower may(ii) as to interest, provided no Event the aggregate amount of Default has occurred interest accrued and is continuing, at its option and upon thirty unpaid in respect of the principal amount of the Notes to be prepaid pursuant to clause (30i) days above to but not including the date of prepayment (after deducting therefrom any principal installment due on or prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date date of such prepayment) and (iii) a premium in an amount equal to the Positive Make-Whole Amount, if any, applicable in respect of the principal amount of the Notes to be prepaid pursuant to clause (i) above on the date of such amountsprepayment; provided that, if such prepayment shall result in a Negative Make-Whole Amount, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall holders of the Notes so to be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to pay such Negative Make-Whole Amount in accordance with the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event provisions of Default then existsSection 7.15 of this Agreement. (b) On each All Notes issued at any time outstanding hereunder may upon not less than three (3) Business Days prior written notice be prepaid in whole or in part upon the request of the Borrower at any time on a date on which Lender actually receives selected by the Borrower at a distribution price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, up to, but not including the date of Net Proceedssuch payment plus, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) the Positive Make-Whole Amount determined as of the Business Day immediately preceding such prepayment date, if any, applicable in respect of the principal amount of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and Notes to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made prepaid pursuant to this Section 2.7(b) (including4.8(b); provided that, without limitationif such prepayment shall result in a Negative Make-Whole Amount, the holders of the Notes so to be prepaid shall pay such Negative Make-Whole Amount in connection accordance with the provisions of Section 7.15 of this Agreement; provided, further, that if the Borrower shall prepay any Condemnation Payment). Any prepayment received by Lender Notes at any time prior to the third anniversary of the Closing Date pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date 4.8(b), the Borrower shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing also pay to the benefit of Borrower, and shall be applied by Lender on in immediately available funds the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsapplicable Prepayment Fee. (c) IfIf at any time as a result of a Change in Tax Law (as defined below) the Borrower is or becomes obligated to make any increased payments pursuant to Section 7.11 hereof in respect of any payment of interest on account of any of the Notes in excess of the amounts payable without regard to such Change in Tax Law, the Borrower may give the Lender irrevocable written notice (a “Tax Prepayment Notice”) of the prepayment of the Notes on a specified prepayment date (which shall be a Business Day not less than 30 days nor more than 60 days after the date of such notice) and the circumstances giving rise to the obligation of the Borrower to make any increased payments and the amount thereof and stating that all of the Notes shall be prepaid on the date of such prepayment at 100% of the principal amount so prepaid together with interest accrued thereon up to, but not including the date of such prepayment and Make-Whole Amount, if any, with respect thereto unless the Lender gives Borrower written notice no more than 20 days after receipt of the Tax Prepayment Notice (or, if earlier, the tenth day prior to the date for the payment giving rise to such increased payments), rejecting such prepayment (a “Tax Prepayment Release Date, concurrently with or after an Event Rejection Notice”). The form of Default, payment Tax Prepayment Rejection Notice shall also accompany the Tax Prepayment Notice and shall state that execution and delivery thereof by the Lender shall operate as a permanent waiver of its right to receive the increased payments arising as a result of the circumstances described in the Tax Prepayment Notice in respect of all or any part future payments of interest (but not of the principal Lender’s right to receive any increased payments that arise out of circumstances not described in the Tax Prepayment Notice or which exceed the amount of the Loan is tendered by Borrowerincreased payment described in the Tax Prepayment Notice). The Tax Prepayment Notice having been given, the principal amount of the Notes together with interest accrued thereon to the date of such prepayment and Positive Make-Whole Amount, if any, with respect thereto shall become due and payable on such prepayment date, unless the Lender shall timely give a purchaser at foreclosure Tax Prepayment Rejection Notice. If any prepayment under this Section 4.8(c) shall result in a Negative Make-Whole Amount, the holders of the Notes so to be prepaid shall pay such Negative Make-Whole Amount in accordance with the provisions of Section 7.15 of this Agreement, No prepayment pursuant to this Section 4.8(c) shall affect the obligation of the Borrower to pay increased payments in respect of any payment made on or any other Person, prior to the date of such prepayment. The Borrower may not offer to prepay or prepay Notes pursuant to this Section 4.8(c) (i) such tender until the Borrower shall be deemed an attempt have taken commercially reasonable steps to circumvent mitigate the prohibition against prepayment set forth herein and requirement to make the related increased payments or (ii) Borrowerif the obligation to make such increased payments directly results or resulted from actions taken by the Borrower (other than actions required to be taken under applicable law), such purchaser at foreclosure or other Person and any Tax Prepayment Notice given pursuant to this Section 4.8(c) shall pay the Default Yield Maintenance Premium, in addition certify to the outstanding principal balanceforegoing and describe such mitigation steps, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionif any.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan Loans, in whole or in part. On or after part (except as otherwise specifically provided herein) provided: (i) written notice of such prepayment (a “Prepayment Notice”) is given to Administrative Agent in accordance with the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event provisions of Default has occurred and is continuing, Section 10.18 of this Agreement at its option and upon least thirty (30) but not more than ninety (90) days prior notice to Lender the date to be fixed therein for prepayment; and (or ii) such shorter period prepayment is accompanied by the Make-Whole Breakage Amount (if the principal being repaid is a LIBOR Amount and is being repaid prior to the expiration of time as the related Interest Period), all accrued but unpaid interest on the amount prepaid, including interest which has accrued at the Default Rate, and other sums that may be permitted by Lender in its sole discretion)payable hereunder to the date so fixed. Any such prepayment shall be without penalty unless, prepay and then only to the Debt in whole on extent that, the Make-Whole Breakage Amount is due. In the event that any date without payment Make-Whole Breakage Amount is due, Administrative Agent shall deliver to Borrower a statement (a “Breakage Fee Notice”) setting forth the amount and determination of the Make-Whole Breakage Amount within ten (10) Business Days of receipt of Borrower’s Prepayment Notice. Borrower agrees that (i) Administrative Agent and Lenders shall not be obligated to actually reinvest the amount prepaid, and (ii) the Make-Whole Breakage Amount is directly related to the damages that Lenders will suffer as a result of the prepayment of any LIBOR Amount. In addition to the Make-Whole Breakage Amount and without waiving any prepayment premium or penalty (includingcondition, without limitationif, upon any Default Yield Maintenance Premium). Any prepayment such prepayment, the aforesaid Prepayment Notice has not been timely received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to Administrative Agent, and the next Monthly Payment Date (such amountsprepayment is accepted by Administrative Agent, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) Make-Whole Breakage Amount shall be held increased by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent the lesser of (100%i) thirty (30) days’ unearned interest computed at the Base Rate on the amount prepaid, or (ii) unearned interest computed on the amount prepaid for the period from, and including, the date of such Net Proceeds together with any prepayment through the applicable Interest Shortfall. Borrower Period. (iii) In the event the Make-Whole Breakage Amount is construed to be interest under the laws of the State of Texas in any circumstance, the payment thereof shall make the Condemnation Payment as and not be required to the extent required hereunder. No prepayment premium or penalty (includingthat the amount thereof, without limitation, any Default Yield Maintenance Premium) shall be due in connection together with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything , exceeds the Maximum Rate, and if such payment has been made at the time it is determined that such excess exists, Lenders shall, at Administrative Agent’s option, either return such excess to Borrower or credit such excess against the principal balance of the Notes then outstanding, in which event any and all penalties of any kind under applicable law as a result such excess interest shall be inapplicable. (iv) Except as otherwise specifically provided in the Loan Agreement and Security Instrument, the Make-Whole Breakage Amount shall be due, to the contrary contained herein extent permitted by applicable law, under any and all circumstances where all or any portion of a LIBOR Amount is paid prior to the expiration of the applicable Interest Period for such LIBOR Amount, whether such prepayment is voluntary or involuntary, even if such prepayment results from Administrative Agent’s exercise of its rights upon Borrower’s default and acceleration of the Maturity Date (irrespective of whether foreclosure proceedings have been commenced), and shall be in addition to any other sums due under the Loan DocumentDocuments. (v) As used herein, any prepayment of the Debt shall be applied to the Debt in such order and priority term “Make-Whole Breakage Amount” means an amount calculated as may be determined by Lender in its sole discretion.follows:

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at the instructions of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (afifteen) Except Banking Days prior to the date of the proposed prepayment (which notice shall specify the date, time and place at which any part or full prepayment of the amount of Facility shall be made) on such terms and conditions as otherwise provided herein, may be stipulated by the Lender. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result of any partial or full prepayment of the Facility outstanding, for any reason, including but not limited to, such prepayment being made at the request of the Borrower or as a result of the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the Loan end of each Interest Period the applicable Drawdown(s) in whole full, or in part. On or after part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the Monthly Payment Date occurring two (2) months prior event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the Maturity Dateend of an Interest Period, the Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), shall mandatorily prepay the Debt applicable Drawdown in whole on full without any date without payment Prepayment Costs at the end of any that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right may at any time and from time to time prepay the Loan any Borrowing in whole or in part. On , without premium or after the Monthly Payment Date occurring two (2) months prior penalty, subject to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender in accordance with paragraph (or such shorter period e) of time as may be permitted by Lender in its sole discretion)this Section 2.11; provided, prepay the Debt in whole that if a Eurodollar Loan is prepaid on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date day other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountslast day of the Interest Period applicable thereto, the “Interest Shortfall”) and such Borrower shall also pay any amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts owing pursuant to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsSection 2.16. (b) On each date Except for Overadvances permitted under Section 2.5, in the event and on which Lender actually receives a distribution such occasion that the total Revolving Exposure exceeds the lesser of Net Proceeds(A) the aggregate Revolving Commitments or (B) the Borrowing Base, and if Lender does not make such Net Proceeds available to the Borrower for Restoration, Borrower shall, at Lender’s option, shall prepay the Debt Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsexcess. (c) IfIn the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, prior the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the Prepayment Release Dateextent they arise from casualties or losses to cash or Inventory) shall be applied, concurrently with first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or after an Event of Default, payment to cash collateralize outstanding LC Exposure. If the precise amount of all insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any part Eurodollar Loan in the case of any event described in clause (c) of the principal definition of the Loan is tendered term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by Borrowerany amounts owing pursuant to Section 2.16. (e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a purchaser at foreclosure or Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any other Person, prepayment hereunder (i) such tender shall be deemed an attempt to circumvent in the prohibition against case of prepayment set forth herein and of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) Borrower, such purchaser at foreclosure or other Person shall pay in the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the Debt date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Debt Revolving Loans included in such order and priority as may the prepaid Borrowing. Prepayments shall be determined accompanied by Lender in its sole discretionaccrued interest to the extent required by Section 2.13.

Prepayments. (a) Except as otherwise provided hereinBorrower may, Borrower shall not have the right upon notice to Agent, at any time or from time to time voluntarily prepay the Loan Term Loan, Revolving Loans, or Canadian Dollar Loans in whole or in part. On part without premium or after the Monthly Payment Date occurring two penalty; provided that such notice must be received by Agent not later than 11:00 a.m. (2i) months three Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in U.S. Dollars and (ii) four Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Canadian Dollars. Each such notice shall specify the Maturity Datedate and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower may, provided no Event of Default has occurred shall make such prepayment and is continuing, at its option the payment amount specified in such notice shall be due and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay payable on the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium)specified therein. Any prepayment received by Lender on of a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) Eurodollar Rate Loan shall be held accompanied by Lender as collateral security for all accrued interest on the Loan in an interest bearing Eligible Account at an Eligible Institutionamount prepaid, together with interest accruing on any additional amounts required pursuant to Section 3.05. Each such amounts to the benefit of Borrower; such amounts prepaid prepayment shall be applied to the Loan on the next Monthly Payment Date, Committed Loans of Lenders in accordance with any interest on such funds paid to Borrower on such date provided no Event of Default then existstheir respective Applicable Percentages. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower If for Restorationany reason the Total Revolving Loan Outstandings at any time exceed the Aggregate Revolving Loan Commitments then in effect, Borrower shall, at Lender’s option, shall immediately prepay Revolving Loans and/or Cash Collateralize the Debt L/C Obligations in an aggregate amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. excess; provided, however, that Borrower shall make not be required to Cash Collateralize the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made L/C Obligations pursuant to this Section 2.7(b) (including, without limitation, 2.05 unless after the prepayment in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for full of the Revolving Loans the Total Revolving Loan Outstandings exceed the Aggregate Revolving Loan Commitments then in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existseffect. (c) IfUntil such time as the Funded Debt Leverage Ratio is less than 2.0 -to- 1.0, prior on or before October 1st of each year, beginning in 2010, Borrower shall prepay to Agent, for the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part ratable account of the principal Lenders, an amount equal to twenty-five percent (25%) of Free Cash Flow for the immediately preceding fiscal year; provided, however, if the financial statements delivered by the Borrower pursuant to Section 6.01(a) and the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(a) evidence the Borrower’s satisfaction of the Loan is tendered by Borrowerfinancial covenants set forth and contained in Section 6.12 through the fiscal year ending May 31, a purchaser at foreclosure or any other Person2009, the prepayment required under this Section 2.05(c) shall be the lesser of (i) such tender shall be deemed an attempt to circumvent twenty-five (25%) percent of Free Cash Flow for the prohibition against prepayment set forth herein and immediately preceding fiscal year or (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable $1,500,000.00. (d) All prepayments under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt this Section 2.05 shall be applied to installments due under the Debt Term Loan in such the inverse order and priority as may be determined by Lender in its sole discretionof their maturity.

Prepayments. (a) Except as otherwise provided hereinSubject to Section 9.04(b), if applicable, the Borrower may (i) following notice given to the Agent by the Borrower not later than 11:00 A.M. (New York City time) on the proposed date of prepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall not have the right to prepay the Loan outstanding principal amounts of the Base Rate Advances comprising part of the same Borrowing in whole or ratably in part. On or after , together with accrued interest to the Monthly Payment Date occurring two date of such prepayment on the principal amount prepaid and (2ii) months following notice given to the Agent by the Borrower not later than 11:00 A.M. (London time) three Business Days prior to the Maturity Dateproposed date of prepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), shall prepay the Debt outstanding principal amounts of the Eurodollar Rate Advances comprising a Borrowing in whole on any date without payment of any prepayment premium or penalty (includingratably in part, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include together with accrued interest which would have accrued thereon to the next Monthly Payment Date (date of such amounts, prepayment on the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) amount prepaid. Each partial prepayment shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsaggregate principal amount not less than $1,000,000. (b) On each If on any date the Agent notifies the Company that the aggregate principal amount of all outstanding Revolving Credit Obligations exceeds the Total Commitment, the Borrower shall on which Lender actually receives a distribution such date prepay an aggregate principal amount of Net Proceeds, and if Lender does not make such Net Proceeds available Advances ratably to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt Banks in an amount equal to, or, at the option of the Borrower, greater than such excess, with accrued interest to one hundred percent (100%) the date of such Net Proceeds together with prepayment on the principal amount prepaid. The Borrower may determine which Borrowing such prepayment shall be allocated to, and any applicable Interest Shortfall. Borrower such prepayment of Eurodollar Rate Advances shall make the Condemnation Payment as and be subject to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this provision of Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment9.04(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in this Agreement, the Borrower may rescind any other Loan Document, any notice of prepayment under clause (a) above if such prepayment would have resulted from a refinancing of the Debt facilities hereunder, which refinancing shall not be applied to the Debt in such order and priority as may consummated or shall otherwise be determined by Lender in its sole discretiondelayed.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Any Borrower may, provided no Event of Default has occurred and is continuing, upon at its option and upon thirty (30) days prior least three Business Days’ notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion)the Agent, prepay the Debt any ABR Borrowing or Eurocurrency Borrowing in whole on at any date without payment time or from time to time in part in amounts at least equal to the Borrowing Minimum that are multiples of any prepayment premium or penalty (includingthe Borrowing Multiple, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include together with accrued interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit date of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On In the event and on each date on which Lender actually receives a distribution occasion that the aggregate amount of Net Proceedsthe Revolving Credit Exposures exceeds 105% of the aggregate amount of the Commitments, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, the Borrowers shall promptly prepay the Debt Borrowings in an aggregate amount equal to one hundred percent the amount in excess of such aggregate amount of the Commitments. The Agent shall promptly notify (100%a) the Company in the event it determines that any prepayment is required under this paragraph and (b) each Lender of such Lender’s ratable share (if any) of such Net Proceeds together with prepayment. If, on any applicable Interest Shortfall. Borrower Reset Date, the aggregate Revolving Credit Exposures shall make exceed 105% of the Condemnation Payment as and aggregate amount of the Commitments, then the Borrowers shall prepay Borrowings in an aggregate amount equal to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due amount in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other excess of such aggregate amount of the Commitments not later than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event Business Day following receipt by the Company of Default then existsa notification from the Agent of the amount payable hereunder. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any If prepayment of a Eurocurrency Loan occurs other than at the Debt end of an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Debt Loans of the several Lenders included in such order prepaid Borrowings. (d) Upon receipt of a notice of prepayment pursuant to paragraph (a), the Agent shall promptly notify each Lender of the contents thereof and priority as may of such Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be determined revocable by Lender in its sole discretionsuch Borrower.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or after the Monthly Payment Date occurring two (2) months prior to the Maturity No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, Borrower mayany such prepayment, provided no Event repricing or refinancing that occurs prior to the first anniversary of Default has occurred and is continuing, at its option and upon thirty the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (30iv) days prior notice to Lender In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such shorter period of time as may be permitted by Lender in its sole discretion), prepay that the Debt in whole Weighted Average Yield on any date without payment of any prepayment premium or penalty (including, without limitationsuch Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon such prepayment, repricing or refinancing that occurs prior to the next Monthly Payment Date (such amountsOctober 4, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) 2012 shall be held accompanied by Lender as collateral security for a prepayment fee equal to 1.00% of the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such amounts Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the benefit of Borrower; Fourth Amendment Effective Date, any such amounts prepaid prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be applied accompanied by a prepayment fee equal to 1.00% of the Loan aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the next Monthly Payment Fourth Amendment Effective Date, with any interest such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such funds paid Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to Borrower such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such date provided no Event Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of Default then existsthe aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available shall be reset to Borrower for Restorationzero. Notwithstanding the foregoing, Borrower shallany Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made of the Loans required pursuant to this Section 2.7(b2.05(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsreduced accordingly. (c) If, Not fewer than 30 days prior to the Prepayment Release Date, concurrently with any payment or after an Event prepayment of Default, payment of all or any part of the principal amount of the Loan is tendered by BorrowerProceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a purchaser at foreclosure or any other Personprice equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such tender payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall be deemed an attempt notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to circumvent the prohibition against prepayment set forth herein clause (e) below) and (ii) Borrowerthe Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such purchaser occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at foreclosure or other Person the expiration of such 30 Business Day period, the Administrative Agent shall pay notify the Default Yield Maintenance PremiumBorrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, in addition on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of the Loan Documents. Notwithstanding anything Loans prepaid to the contrary contained herein or in such Lender. (e) With respect to any other Loan Document, any proposed mandatory prepayment of the Debt Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the Debt subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) as directed by the Borrower) and (y) pursuant to paragraph (b), (c) or (d) of this Section shall be applied ratably between the Classes of Loans (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) on a pro rata basis (in accordance with the principal amounts of such order scheduled repayments)) (it being understood that, with respect to any Subsidiary Loan Party that has not guaranteed or granted Liens on, security interests in or pledges of its assets to secure the Tranche B Term Obligations, the Tranche B II Term Obligations, the Tranche B III Term Obligations, the Tranche B 2019 Term Obligations, the Tranche B 2016 Term Obligations, the Tranche B-II 2019 Term Obligations, the Tranche B-III 2019 Term Obligations or the Obligations in respect of any other Class of Loans, nothing herein shall prohibit or limit the application of proceeds realized from the exercise of remedies under any Security Document in respect of such Subsidiary Loan Party solely to the Obligations in respect of the Tranche A Term Loans owed to the Tranche A Term Lenders and priority as may be determined the Obligations in respect of any other Class of Loans owed to the Lenders of such Class to the extent such Class of Loans is guaranteed by, or secured by Lender Liens on, security interests in its sole discretionor pledges of the applicable assets of, such Subsidiary Loan Party pursuant to the applicable Security Document).

Prepayments. (a) Except The Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Agent (which shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $500,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Eurodollar Loans on the same condition as otherwise provided hereinfor Base Rate Loans, and in addition, such prepayments of Eurodollar Loans shall be subject to the terms of Section 5.05 and shall be in amounts equal to all of the Eurodollar Loans for the Interest Period being prepaid. Any prepayments made during the Term Loan Period shall be applied to reduce pro rata the remaining scheduled payments. (b) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Sections 2.03(b), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, the Borrower shall not have the right to (i) prepay the Loan Loans on the date of such termination or reduction in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior an aggregate principal amount equal to the Maturity Dateexcess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the Lenders an amount equal to the remaining excess to be held as cash collateral as provided in Section 2.10(b) hereof. (c) Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.08 or adjustment in accordance with Section 8.08(b), if the redetermined Borrowing Base is less than the sum of (i) the aggregate outstanding principal amount of the Loans, plus (ii) the LC Exposure, plus (iii) the amount by which the US Dollar equivalent (converted as of the relevant Redetermination Date by the Agent using good faith and customary methods and taking into account the effect of any applicable Hedging Agreements) of the DEM Subordinated Debt exceeds $2,400,000, then the Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon shall within thirty (30) days prior of receipt of written notice thereof: either (i) prepay the Loans (and/or provide cash collateral) in an aggregate principal amount equal to Lender such excess, together with interest on the principal amount paid accrued to the date of such prepayment or (or ii) notify the Agent of its election to eliminate such shorter period of time as may be permitted Borrowing Base deficiency by Lender in its sole discretionmaking six (6) consecutive monthly payments equal to such excess divided by six (6), prepay the Debt in whole on any date without first of such payments being due and payable immediately and each subsequent payment of any prepayment premium or penalty being due at thirty (including, without limitation, any Default Yield Maintenance Premium)30) day intervals thereafter. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (scheduled payments of principal made during such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid deficiency period shall be applied to such deficiency payments in direct order of maturity; provided that in the Loan on event of an acceleration of the next Monthly Payment Datematurity of the Notes pursuant to Section 10.02, with any interest on such funds paid to Borrower on such date provided no Event acceleration shall also accelerate the maturity of Default then existsthe monthly deficiency payments. (bd) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower Prepayments permitted or required under this Section 2.07 shall make the Condemnation Payment as and to the extent required hereunder. No prepayment be without premium or penalty (includingpenalty, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any except as required under Section 5.05 for prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment)of Eurodollar Loans. Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall may be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing reborrowed subject to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existseffective Aggregate Commitments. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided hereinThe Loans may not be voluntarily prepaid during the Lockout Period. Subject to Section 2.8(c), following the Lockout Period, the Borrower shall not have the right right, at any time and from time to time, to prepay the Loan in whole or in partLoans. On or after The Borrower shall give the Monthly Payment Date occurring two Administrative Agent written notice no later than 1:00 p.m. (2Eastern Time) months not less than three (3) Business Days prior to any such prepayment. In each case, such notice shall specify the Maturity Date, Borrower may, provided no Event of Default has occurred and date on which such prepayment is continuing, at its option and upon thirty to be made (30) days prior notice to Lender (or such shorter period of time as may which shall be permitted by Lender in its sole discretiona Business Day), prepay and the Debt amount of such prepayment. Each such prepayment shall be in whole on any date without payment an aggregate minimum amount of any prepayment premium or penalty (including, without limitation, any Default $500,000 and shall include the Yield Maintenance Premium). Any prepayment received by Lender , if applicable, as well as interest accrued on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountsprincipal amount prepaid to, but not including, the “Interest Shortfall”) and date of payment in accordance with the terms hereof (or, in each case, such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for lesser amount constituting the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit amount of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default all Loans then existsoutstanding). (b) On each date on which Lender actually receives Within five (5) Business Days after the occurrence of a distribution of Net ProceedsBorrowing Base Deficiency, and if Lender does not make such Net Proceeds available to the Borrower for Restoration, Borrower shall, at Lender’s option, shall prepay the Debt outstanding principal amount of the Loans in an amount equal to one hundred percent the sum of (100%x) of the aggregate amount necessary to eliminate such Net Proceeds together with any Borrowing Base Deficiency plus (y) the Yield Maintenance Premium applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No principal amount of the Loan prepaid on such prepayment premium or penalty (includingdate, without limitationif any; provided, any Default however, that, no Yield Maintenance Premium) Premium shall be due and payable for an initial $4,000,000 of principal prepaid by the Borrower (calculated in the aggregate) in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for cures of the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsBorrowing Base Deficiency. (c) IfVoluntary prepayments of Loans shall be applied first, to reduce any outstanding Lender Group Expenses and, second, in such order as the Borrower may direct. The Borrower may prepay the Loans subject to the payment of any accrued interest plus the Yield Maintenance Premium applicable to such prepayment. (d) Notwithstanding anything else contained herein, no Yield Maintenance Premium shall be due on the voluntary prepayment of any Lender’s Loan if, at the time of such prepayment (or on the next Interest Payment Date), the Borrower is or would be required to pay a gross up indemnity with respect to any Taxes pursuant to Section 10.11 or compensate such Lender for any increased costs pursuant to Section 2.11. Other than as set forth in the immediately preceding sentence and Section 2.8(b) above, Yield Maintenance Premium shall be due on any prepayment of any Loan prepaid prior to the Prepayment Release Yield Maintenance Date. (e) If a Change of Manager Event occurs, concurrently with or after an Event of Defaultthe Borrower will, payment of all or any part of at the Lenders’ option (as provided by Lenders in writing to Borrower and Agents), prepay the Loans, plus accrued interest plus the Yield Maintenance Premium applicable to the principal amount of the Loan is tendered prepaid on such prepayment date, if any. (f) If a Change of Control Event occurs, the Borrower will, at the Lenders’ option (as provided by BorrowerLenders in writing to Borrower and Agents), a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent prepay the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay Loans plus accrued interest plus the Default Yield Maintenance Premium, in addition Premium applicable to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Documentprepaid on such prepayment date, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionif any.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to The Makers may prepay the Loan Principal Amount in whole at any time or in part. On or after part from time to time; provided that (i) the Monthly Payment Date occurring two (2) months prior Makers deliver irrevocable written notice to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, Payee at its option and upon least thirty (30) days prior to such prepayment, which notice shall include written confirmation from the Makers that such prepayment is permissible under the Senior Loan Agreement, (ii) each partial prepayment of Principal Amount shall be equal to Lender $250,000 or an integral multiple thereof, and (or iii) any such shorter period of time as may prepayment shall be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without made together with payment of any a Prepayment Premium as provided below if such prepayment premium is made on or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon prior to the next Monthly Payment second anniversary of the Date (such amountsof Note. If the Principal Amount is paid on or prior to the second anniversary of the Date of Note, the “Makers shall pay all accrued but unpaid Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in plus an amount equal to one hundred percent (100%) the sum of the Interest that would have accrued and been due and payable under this Note from the date of such Net Proceeds prepayment through the second anniversary of the Date of Note (a “Prepayment Premium”). If notice of prepayment is given, the Principal Amount to be prepaid as stated in the notice, together with any applicable Interest Shortfall. Borrower shall make accrued thereon through the Condemnation Payment as and date of prepayment with respect to the extent required hereunderPrincipal Amount prepaid, all unpaid Assessments and a Prepayment Premium, if any, shall become due and payable on the date specified in the notice. No prepayment premium or penalty (includingIn the case of the redemption of less than all of the outstanding Principal Amount hereof, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and amounts so paid shall be applied by Lender on in the next Monthly Payment Datefollowing order: (a) first, with any interest on such funds paid to Borrower on such date provided no Event payment of Default then exists. the Prepayment Premium, if any; (b) second, to payment of accrued Interest; (c) Ifthird, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part unpaid Assessments; and (d) finally, to payment of the Principal Amount, in inverse order of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretioninstallments hereof.

Prepayments. (a) Except as otherwise provided herein, The Revolving Borrower shall not have the right may at any time and from time to time prepay the Loan Revolving Loans, in whole or in part. On , without premium or after the Monthly Payment Date occurring two (2) months prior penalty, upon irrevocable notice delivered to the Maturity DateRevolving Administrative Agent no later than (i) 10:00 A.M., Borrower mayNew York City time, provided no Event three (3) Business Days prior thereto, in the case of Default has occurred LIBOR Loans and (ii) 10:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is continuingof LIBOR Loans or ABR Loans; provided, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole that if a LIBOR Loan is prepaid on any date without payment day other than the last day of the Interest Period applicable thereto, the Revolving Borrower shall also pay any amounts owing pursuant to Section 2.15. Upon receipt of any prepayment premium or penalty (including, without limitation, such notice the Revolving Administrative Agent shall promptly notify each relevant Revolving Lender thereof. If any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountsnotice is given, the “Interest Shortfall”) and amount specified in such amounts (i.e., principal and interest prepaid by Borrower) notice shall be held by Lender as collateral security for due and payable on the Loan date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an interest bearing Eligible Account aggregate principal amount equal to at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with least $1,000,000 or any interest on such funds paid to Borrower on such date provided no Event of Default then existslarger whole multiple thereof. (b) On each date If, on which Lender actually receives a distribution any day, the sum of Net Proceedsthe aggregate outstanding principal amount of the Revolving Loans hereunder and Pari Passu Indebtedness (after converting all such amounts into the then Dollar Equivalent thereof) exceeds the then current Series 2002-1 Invested Amount outstanding under the Series 2002-1 VFC (after giving effect to any increases or decreases therein on such day), and if Lender does not make such Net Proceeds available to the Revolving Borrower for Restoration, Borrower shall, at Lender’s option, shall prepay the Debt Revolving Loans and/or Pari Passu Indebtedness in an amount equal sufficient to one hundred percent (100%) comply with Section 5.2(a). Any such prepayment of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made Revolving Loans pursuant to this Section 2.7(b2.6(b) (including, without limitation, in connection shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Revolving Borrower shall also pay any Condemnation Payment). Any prepayment received by Lender amounts owing pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists2.15. (c) If, prior on any date, the Total Loans outstanding on such date exceed the Total Revolving Commitments in effect on such date, the Revolving Borrower immediately shall prepay the Revolving Loans in the amount of such excess. Any such prepayment of Revolving Loans pursuant to this Section 2.6(c) shall be made together with accrued interest to the Prepayment Release Date, concurrently with or after an Event date of Default, payment of all or such prepayment on the amount prepaid and the Revolving Borrower shall also pay any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt amounts owing pursuant to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionSection 2.15.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months time, prior to the Maturity Date, Borrower may, provided no Event be permitted to repay all or any of Default has occurred and is continuing, the Obligations other than the Royalty upon at its option and upon thirty (30) days least [Redacted] days’ prior written notice to Lender the Agent and payment of the following prepayment penalty to the Agent (or such shorter period of time as may be permitted by Lender for distribution to the Lenders in its sole discretiontheir Applicable Percentage), prepay which shall be due and payable at the Debt in whole on any date without payment time of such prepayment: for any prepayment premium or made within the first [Redacted] of the Term (“[Redacted]”), a prepayment penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent [Redacted]% of the amount prepaid (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including“[Redacted] Prepayment Penalty”); and, without limitation, any Default Yield Maintenance Premium) shall be due in connection with for any prepayment made pursuant to this Section 2.7(b) (includingwithin [Redacted] after the end of [Redacted], without limitation, in connection with any Condemnation Payment). Any a prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan penalty in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing amount equal to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part [Redacted]% of the principal of amount prepaid (the Loan is tendered by Borrower“[Redacted] Prepayment Penalty” and together with the [Redacted] Prepayment Penalty, the “Prepayment Penalties” and each a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents“Prepayment Penalty”). Notwithstanding anything to the contrary contained herein herein, and for greater certainty, prepayments, if and when made by the Borrower, shall not be applied toward any accrued and unpaid amounts on account of the Royalty, the full amount of which shall be due and payable in accordance with Section 8 hereof irrespective of whether any or in any other Loan Documentall Obligations are repaid (including prior to the Maturity Date). Notwithstanding the forgoing, any prepayment Prepayment Penalties if and when made by the Borrower, shall be offset from any accrued and unpaid amounts on account of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionRoyalty.

Prepayments. (a) Except as otherwise provided herein, Borrower Each Equipment Note of any Series shall not have the right to prepay the Loan be prepaid in whole or in part. On or after part by the Monthly Owner Trustee on a Rent Payment Date occurring two (2or, in the circumstance provided in the last sentence of Section 10.3 of the Lease, on a Determination Date) months upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in the event that the Lease as applicable to any Unit or Units related to such Equipment Note is terminated pursuant to Section 10 thereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the unpaid principal amount of such Equipment Note as at the date of such prepayment (after deducting therefrom the principal installment, if any, due on or prior to the Maturity Datedate of such prepayment) by a fraction, Borrower maythe numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units of the relevant Basic Group included in the Indenture Estate under the related Indenture Supplement immediately prior to the date of such prepayment, provided no Event (ii) as to interest, the aggregate amount of Default has occurred interest accrued and is continuing, at its option and upon thirty unpaid in respect of the principal amount to be prepaid pursuant to clause (30i) days prior notice above on the date of such payment (after giving effect to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment application of any prepayment premium Basic Rent paid on or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon prior to the next Monthly Payment Date (date of such amounts, the “Interest Shortfall”prepayment) and such amounts (i.e., principal and interest prepaid by Borroweriii) shall be held by Lender as collateral security for the Loan a premium in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts amount equal to the benefit Make- Whole Amount, if any, applicable in respect of Borrower; such amounts the principal amount to be prepaid shall be applied pursuant to the Loan clause (i) above on the next Monthly Payment Date, with any interest on date of such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On each Each Equipment Note of any Series shall be prepaid in whole or in part by the Owner Trustee on a Rent Payment Date upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in connection with the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 of the Lease with respect to any Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 11.2(i) of the Lease, or in the event Lessee shall be required to settle for 15 or more Units on a Determination Date pursuant to Section 11.2 of the Lease, such prepayment shall be made on such Determination Date, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as at such prepayment date (after deducting therefrom the principal installment, if any, due on such date) by a fraction, the numerator of which Lender actually receives a distribution shall be the Equipment Cost of Net Proceedssuch Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units of the relevant Basic Group included in the Indenture Estate under the related Indenture Supplement immediately prior to such date, and if Lender does (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not make including the date of prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such Net Proceeds available prepayment, but without the payment of any Make-Whole Amount or other premium. (c) Unless Lessee shall have elected pursuant to Borrower for RestorationSection 6.9 of the Participation Agreement or Section 22.1 of the Lease to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes of any Series, Borrower shalleach Equipment Note of such Series shall be prepaid in whole or in part by the Owner Trustee on the Determination Date specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the Participation Agreement or Section 22.1 of the Lease, as the case may be, in the event that Lessee exercises a purchase option under Section 6.9 of the Participation Agreement or Section 22.1 of the Lease, as the case may be, with respect to any Unit or Units related to such Equipment Note, at Lender’s optiona price equal to the sum of (i) as to principal thereof, prepay an amount equal to the Debt product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as at the date of any prepayment under Section 6.9 of the Participation Agreement or Section 22.1 of the Lease, as the case may be (after deducting therefrom the principal installment, if any, due on the prepayment date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units to be purchased and the denominator of which shall be the aggregate Equipment Cost of all Units of the relevant Basic Group included in the Indenture Estate under the related Indenture Supplement immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment, and (iii) a premium in an amount equal to one hundred percent the aggregate Make-Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (100%i) above on the date of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existspayment. (cd) If, prior On the Refunding Date specified by the Lessee to the Prepayment Release Indenture Trustee in accordance with Section 10.2(f) of the Participation Agreement, all Equipment Notes shall be prepaid in whole but not in part on such Refunding Date, concurrently with in the event of a refunding or after an Event of Default, payment of all or any part refinancing pursuant to Section 10.2 of the principal of the Loan is tendered by BorrowerParticipation Agreement, at a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, price in addition to any other amounts due to the outstanding holders of the Equipment Notes under this Indenture equal to the unpaid principal balance, all amount thereof together with accrued and but unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything thereon, plus, a premium in an amount equal to the contrary contained herein or in any other Loan DocumentMake-Whole Amount, if any. (e) The Indenture Trustee shall give prompt notice of any prepayment of any Equipment Notes to all holders of the Debt Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment is expected to occur, which notice shall specify the Equipment Note or Notes to be prepaid, the principal amount of such Equipment Note or Notes to be prepaid and the expected date of prepayment which date shall be applied to not less than 25 days after the Debt in date of such order and priority as may be determined by Lender in its sole discretionnotice.

Prepayments. (a) Except as When Borrower sells or otherwise provided hereindisposes of any Collateral other than Inventory in the ordinary course of business, Borrower shall not have repay the right to prepay the Loan Advances in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior an amount equal to the Maturity Datenet proceeds of such sale (i.e., Borrower maygross proceeds less the reasonable costs of such sales or other dispositions and all taxes related to such sales), provided such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Lender. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Revolving Advances in such order as Lender may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereof; provided, however, that, that so long as no Event of Default has occurred and is continuing, at its option such repayments shall be first applied to Domestic Rate Loans before being applied to Eurodollar Rate Loans. Notwithstanding the foregoing, unless and upon until an Event of Default has occurred and is continuing, Borrower may sell or otherwise dispose of Collateral not to exceed $500,000 in any single transaction and $2,500,000 in the aggregate in any fiscal year and retain such net proceeds solely to acquire replacement Collateral without making a mandatory prepayment hereunder so long as (a) the fair market value of the acquired Collateral is equal to or greater than the fair market value of the Collateral which was sold, (b) the acquired Collateral is purchased by Borrower within thirty (30) days prior notice of the sale of the Collateral, (c) the acquired Collateral shall be deemed to Lender (or such shorter period of time as may be permitted acceptable Collateral by Lender in its sole reasonable discretion), prepay (d) the Debt in whole on any date without payment of any prepayment premium or penalty acquired Collateral shall be subject to Lender's first priority security interest created hereunder and (includinge) until such time as the proceeds are used to acquire such replacement Collateral, without limitationat Lender's option, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date either (i) such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) proceeds shall be held by Lender as cash collateral security for the Loan Obligations pursuant to terms acceptable to Lender in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on its sole discretion or (ii) such amounts to the benefit of Borrower; such amounts prepaid proceeds shall be applied as a repayment of Revolving Advances and a reserve against loan availability under Section 2.1(a) in the amount of such repayment shall be established. Such cash collateral or loan availability reserve, as the case may be, shall be released by Lender only in connection with the making of a Revolving Advance to be used by Borrower solely for the purposes of funding the acquisition of replacement Collateral pursuant to the Loan on terms of this Section 2.12; provided, however, that nothing contained herein shall waive or modify any conditions to the next Monthly Payment Date, with making of Revolving Advances or any interest on such funds paid other provisions of this Agreement. If Borrower fails to Borrower on such date provided no Event meet the conditions set forth above Lender may apply the proceeds held by Lender as a prepayment of Default then existsthe Advances in the manner set forth above. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and Subject to the extent required hereunder. No prepayment premium or penalty (includingprovisions of Section 4.11, without limitation, Lender shall apply the proceeds of any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment insurance settlements from casualty losses which are received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of outstanding Advances in such order as Lender may determine, subject to Borrower, and shall be applied by Lender on 's ability to reborrow Revolving Advances in accordance with the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsterms hereof. (c) IfBorrower shall have the right, prior upon not less than three Business Day's notice to Lender, to terminate this Agreement without premium or penalty and prepay the Prepayment Release Date, concurrently with or after an Event Obligations in whole (but not in part). The effective date of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) termination specified in such tender notice shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionTermination Date.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right From time to prepay the Loan in whole or in part. On time on or after the Monthly Payment date that is eighteen (18) months following the Effective Date occurring (other than with respect to a prepayment made to cause the Borrowing Base Test or the Minimum Equity Amount Test, as applicable, to be satisfied, which may be made at any time pursuant to and in accordance with this Section 2.3 so long as the amount of such prepayment is no greater than the minimum amount necessary to cause the Borrowing Base Test or the Minimum Equity Amount Test, as applicable, to be satisfied), the Borrower may prepay any portion or all of the Advances Outstanding by delivering a Prepayment Notice to the Administrative Agent, each Lender and the Collateral Custodian at least one (1) Business Day prior to the date of such prepayment specifying the date and amount of such prepayment. Any partial prepayment by the Borrower of Advances hereunder (other than with respect to a prepayment made to cause the Borrowing Base Test or the Minimum Equity Amount Test, as applicable, to be satisfied, so long as the amount of such prepayment is no greater than the minimum amount necessary to cause the Borrowing Base Test or the Minimum Equity Amount Test, as applicable, to be satisfied) shall be in a minimum amount of $500,000 with integral multiples of $100,000 above such amount. A Prepayment Notice relating to any such prepayment shall be irrevocable when delivered. Prepayments pursuant to, and in accordance with the terms of, this Section 2.3 may be made from Principal Collections on deposit in the Collection Account (each, a “Collection Account Prepayment”) subject to the additional conditions that (i) no more than two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as Collection Account Prepayments may be permitted by Lender made in its sole discretion)any Settlement Period, prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrowerfollowing any Collection Account Prepayment, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition Collection Account will contain an amount of Available Collections sufficient to the outstanding principal balance, satisfy all accrued and unpaid interest Obligations and other amounts due and payable under by the Loan DocumentsBorrower on the Payment Date for the Settlement Period in which such Collection Account Prepayment was made, pursuant to Section 2.8. Notwithstanding anything The Borrower, the Servicer, the Administrative Agent and the Lenders hereby authorize and direct the Administrative Agent to cause the depository with respect to the contrary contained herein or in any other Loan DocumentCollection Account to disburse each Collection Account Prepayment from the Collection Account to each Lender’s account, any prepayment of the Debt shall be applied pursuant to the Debt wiring instructions on file with the Administrative Agent, in such order the amounts specified in a written notice delivered by the Servicer to the Administrative Agent, and priority as may be determined approved by Lender in its sole discretionthe Administrative Agent.

Prepayments. (a) Except as otherwise provided herein, The applicable Borrower shall may at any time and from time to time voluntarily prepay Committed Loans in a Minimum Amount after delivering an irrevocable Requisite Notice not have later than the right Requisite Time for prepayments. The Administrative Agent will promptly notify each Lender thereof and of such Lender's Pro Rata Share of such prepayment. Each prepayment by a Borrower must be made ratably to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, all outstanding Committed Loans of such Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan borrowed on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existssame day. (b) On each date on which Lender actually receives a distribution If for any reason either (i) the sum of Net Proceeds(A) the aggregate LC Exposure of all Lenders, (B) the aggregate principal amount of all Dollar Loans made by all Lenders, (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders and if Lender does not make (D) the aggregate principal amount of all Competitive Loans made by all Lenders, exceeds the combined Commitments in effect at any time or (ii) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by the Lenders exceeds the Foreign Currency Limit, then upon written request of the Administrative Agent the Company shall immediately prepay or cause one or more Foreign Borrowers to immediately prepay Committed Loans sufficient to cure such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsoverage. (c) IfAny prepayment of an IBOR Loan shall be accompanied by all accrued interest thereon, prior to together with the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, costs set forth in Section 3.05. (d) Competitive Loans may not be prepaid unless (i) expressly so provided in the Competitive Bid Request and Competitive Bid for such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and Competitive Loan or (ii) Borrower, otherwise agreed by the Company and the Lender making such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition Competitive Loan after notice to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything Administrative Agent. (e) The Company may from time to time elect to prepay pursuant to the contrary contained herein Guaranty all or in part of any other Foreign Currency Loan Document, any of a Foreign Borrower and such prepayment of by the Debt Company shall be applied made in the manner and subject to the Debt in such order and priority as may terms that a prepayment would be determined made by Lender in its sole discretionthe Foreign Borrower under this Agreement.

Prepayments. (a) Except as otherwise provided hereinThe Borrower may, Borrower shall not have upon at least two Business Days’ notice to the right to Administrative Agent, stating the proposed date and aggregate principal amount of the prepayment, prepay the Loan outstanding principal amounts of the Term Loans in whole or ratably in part. On or after the Monthly Payment Date occurring two (2) months prior , together with accrued interest to the Maturity Datedate of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 or any integral multiple of $100,000 in excess thereof. The Borrower mayshall indemnify each Lender against any loss, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to cost or expense incurred by such Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment a result of any failure of the Borrower to make such prepayment premium or penalty (on the date and in the amount specified in any such notice, including, without limitation, any Default Yield Maintenance Premium). Any prepayment received loss, cost or expense incurred by Lender on a date reason of the liquidation or reemployment of deposits or other than a Monthly Payment Date shall include interest which would have accrued thereon funds of such Lender, or the termination of swaps or other hedging arrangements with respect to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, rate risks associated with interest accruing on such amounts respect to the benefit of Borrower; funds acquired by such amounts prepaid shall be applied Lender to the Loan on the next Monthly Payment Datefund its Term Loan, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsor otherwise. (b) On each date Each prepayment, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on which Lender actually receives a distribution of Net Proceedsthe amount prepaid, and if Lender does not make a prepayment fee (a “Prepayment Fee”) calculated by the Administrative Agent (which shall be conclusive absent manifest error). The Prepayment Fee with respect to any such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount prepayment shall be equal to one hundred percent the present value of the difference, if positive, between (100%i) the sum of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at the Fixed Rate, as and if the prepayment had not been made, less (ii) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at a fixed interest rate equal to the extent required hereunderReinvestment Rate, as if the prepayment had not been made. No prepayment premium or penalty (includingFor purposes of the calculation of the Prepayment Fee, without limitation, any Default Yield Maintenance Premium) shall be due in connection "Reinvestment Rate" means with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing respect to the benefit principal amount of Borrowerthe Term Loan being prepaid on any date, the Swap Rate on the date the Prepayment Fee is calculated by the Administrative Agent for a term corresponding to the period of time remaining to the Maturity Date, interpolated, if necessary, and shall be applied "Swap Rate" means, as of any date, the offered U.S. Dollar interest rate swap rate for a fixed rate payer determined by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower Administrative Agent on such date provided no Event of Default then exists. (c) If, prior by reference to the Prepayment Release Date, concurrently with Bloomberg service or after an Event of Default, payment of all or any part of such other similar data source then used by the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) Administrative Agent for determining such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionrate.

Prepayments. The Authority shall not accept, nor permit the Trustee to accept a Prepayment from the Borrower, unless a Coverage Requirement Certificate is provided to the Trustee which, in addition to containing the requirements of Section 6.16 of the Loan Agreement also shows that the proceeds of such prepayment received by the Authority shall be in an amount not less than the aggregate of (i) the amount to be prepaid; (ii) any interest and Fees and Charges on the Loan accrued through the date of receipt of the proceeds of the Prepayment remaining unpaid; (iii) to the extent not otherwise paid by the Borrower, the interest that would accrue on the Bonds of such maturity or maturities as are to be designated by the Authority pursuant to subparagraph (a) Except as otherwise provided hereinor (b) of Section 7.9 to be purchased or redeemed with the proceeds of such sale or Prepayment from the date of receipt thereof by the Authority until the applicable optional redemption date of the Bonds so to be purchased or redeemed; (iv) the redemption premium payable on the next applicable optional redemption date on the Bonds so to be purchased or redeemed, Borrower shall not have if any; and (v) the right to prepay costs and expenses of the Loan Authority in whole effecting the purchase or in part. On or after redemption of such Bonds, less the Monthly Payment Date occurring two sum of (2A) months prior the amount of applicable moneys available for withdrawal from the Series A Bonds Debt Service Reserve Fund and the Series A Bonds Debt Service Fund with respect to the Maturity Dateapplication to the purchase or redemption of the Series A Bonds, Borrower mayand the Series B Bonds Debt Service Reserve Fund and the Series B Bonds Debt Service Fund with respect to the application to the purchase or redemption of the Series B in accordance with the terms and provisions of this Indenture, provided no Event as determined by the Authority, and (B) the amount of Default has occurred and is continuingany other legally available funds of the Authority transferred or directed by the Authority to be transferred to the Series A Bonds Redemption Fund or the Series B Bonds Redemption Fund, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitationappropriate, in connection with any Condemnation Payment)such purchase or redemption. Any If a prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date is thus accepted, the Trustee shall be held by Lender as collateral security for notify S&P, if S&P is then rating the Loan in an interest bearingSeries A Bonds, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal date and the amount of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionPrepayment.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or after the Monthly Payment Date occurring two (2) months prior to the Maturity No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, Borrower mayany such prepayment, provided no Event repricing or refinancing that occurs prior to the first anniversary of Default has occurred and is continuing, at its option and upon thirty the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (30iv) days prior notice to Lender In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such shorter period of time as may be permitted by Lender in its sole discretion), prepay that the Debt in whole Weighted Average Yield on any date without payment of any prepayment premium or penalty (including, without limitationsuch Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon such prepayment, repricing or refinancing that occurs prior to the next Monthly Payment Date (such amountsOctober 4, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) 2012 shall be held accompanied by Lender as collateral security for a prepayment fee equal to 1.00% of the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such amounts Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the benefit of Borrower; Fourth Amendment Effective Date, any such amounts prepaid prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be applied accompanied by a prepayment fee equal to 1.00% of the Loan aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the next Monthly Payment Fourth Amendment Effective Date, with any interest such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such funds paid Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to Borrower such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such date provided no Event Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of Default then existsthe aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xi) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available shall be reset to Borrower for Restorationzero. Notwithstanding the foregoing, Borrower shallany Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made of the Loans required pursuant to this Section 2.7(b2.05(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsreduced accordingly. (c) If, Not fewer than 30 days prior to the Prepayment Release Date, concurrently with any payment or after an Event prepayment of Default, payment of all or any part of the principal amount of the Loan is tendered by BorrowerProceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a purchaser at foreclosure or any other Personprice equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such tender payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall be deemed an attempt notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to circumvent the prohibition against prepayment set forth herein clause (e) below) and (ii) Borrowerthe Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such purchaser occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at foreclosure or other Person the expiration of such 30 Business Day period, the Administrative Agent shall pay notify the Default Yield Maintenance PremiumBorrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, in addition on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of the Loan Documents. Notwithstanding anything Loans prepaid to the contrary contained herein or in such Lender. (e) With respect to any other Loan Document, any proposed mandatory prepayment of the Debt Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be applied paid to the Debt Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such order and priority Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be determined by Lender acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in its sole discretion.the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of

Prepayments. (a) Except as otherwise provided herein, The applicable Borrower shall may at any time and from time to time voluntarily prepay Loans in a Minimum Amount after delivering an irrevocable Requisite Notice not have later than the right Requisite Time for prepayments. The Administrative Agent will promptly notify each Lender thereof and of such Lender’s Pro Rata Share of such prepayment. Each prepayment by a Borrower must be made ratably to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, all outstanding Loans of such Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan borrowed on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existssame day. (b) On each date on which Lender actually receives a distribution If for any reason either (i) the sum of Net Proceeds(A) the aggregate LC Exposure of all Lenders, (B) the aggregate principal amount of all Dollar Loans made by all Lenders and if Lender does not make (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, exceeds the combined Commitments in effect at any time or (ii) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by the Lenders exceeds the Foreign Currency Limit, then upon written request of the Administrative Agent the Company shall immediately prepay or cause one or more Foreign Borrowers to immediately prepay Loans sufficient to cure such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsoverage. (c) IfAny prepayment of an IBOR Loan shall be accompanied by all accrued interest thereon, prior together with the costs set forth in Section 3.05. (d) The Company or the Guarantor may from time to time elect to prepay pursuant to the Prepayment Release Date, concurrently with or after an Event of Default, payment of Company Guaranty all or any part of any Foreign Currency Loan of a Foreign Borrower and such prepayment by the principal of Company or the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender Guarantor shall be deemed an attempt to circumvent made in the prohibition against prepayment set forth herein manner and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition subject to the outstanding principal balance, all accrued and unpaid interest and other amounts payable terms that a prepayment would be made by the Foreign Borrower under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionthis Agreement.

Prepayments. (a) Except as otherwise provided hereinIf for any reason (i) if outstanding Revolving Loan and L/C Credit Extensions exceed the Aggregate Revolving Commitments, Borrower and/or (ii) if the Total Outstandings exceed the Borrowing Base, the Borrowers shall not have the right to immediately prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan Revolving Loans in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on aggregate amount equal to such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsexcess. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, The Borrowers shall prepay the Debt Loans and Cash Collateralize the L/C Obligations with respect to all Standby Letters of Credit and Guaranteed Commercial Letters of Credit (to the extent that any such L/C Obligations are not already Cash Collateralized) with proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section hereof. (c) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations with respect to all Standby Letters of Credit and Guaranteed Commercial Letters of Credit (to the extent that any such L/C Obligations are not already Cash Collateralized) in an amount equal to one hundred percent (100%) of such the Net Cash Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) a Loan Party on account of a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsPrepayment Event. (cd) IfUpon the expiration of any Letter of Credit, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part reduction in the amount of any Letter of Credit, the principal Borrowers shall immediately prepay the Loans then outstanding with the cash collateral held by the applicable L/C Issuer on account of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such Letter of Credit in an amount equal to (i) in the case of the expiration of such tender shall be deemed an attempt Letter of Credit, the aggregate amount of Cash Collateral held by the applicable L/C Issuer on account of such Letter of Credit prior to circumvent the prohibition against prepayment set forth herein giving effect to such prepayment, and (ii) Borrowerin the case of any reduction in the amount of such Letter of Credit, (A) the aggregate amount of Cash Collateral held by the applicable L/C Issuer on account of such purchaser at foreclosure or other Person shall pay Letter of Credit prior to giving effect to such prepayment minus (B) the Default Yield Maintenance Premiumamount of cash collateral required to Cash Collateralize the aggregate undrawn amount available to be drawn on such Letter of Credit, after giving effect to the reduction thereof, in addition accordance with Section 2.03(f). (e) Prepayments made pursuant to Sections 2.04(b), (c) and (d) above, first, shall be applied ratably to the outstanding principal balanceRevolving Loans; second, shall be used to Cash Collateralize the remaining L/C Obligations with respect to all accrued Standby Letters of Credit and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything Guaranteed Commercial Letters of Credit (to the contrary contained herein extent that any such L/C Obligations are not already Cash Collateralized); third, shall be applied ratably to the outstanding Term Loan; and fourth, the amount remaining, if any, after the prepayment in full of all Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or in notice to or from the Borrowers or any other Loan Document, any prepayment of Party) to reimburse the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionapplicable L/C Issuer.

Prepayments. (a) Except as otherwise provided hereinThe Borrower may, Borrower shall not have upon at least ten (10) Business Days' prior notice to the right to Lender, stating the proposed date and aggregate principal amount of the prepayment, prepay the Loan outstanding principal amount of the Loans in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior , together with accrued interest to the Maturity Datedate of such prepayment on the principal amount prepaid, without premium or penalty; provided that the Loans under the Second Supplemental Facility shall have been theretofore repaid in full; and provided, however, that any prepayment of the Loans bearing interest at the Eurodollar Rate made other than on the last day of an Interest Period for the Loans to be repaid shall be subject to payment by the Borrower mayto the Lender of any costs, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (fees or such shorter period of time as may be permitted expenses incurred by the Lender in its sole discretion), prepay the Debt in whole on any date without payment of any connection with such prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium)costs to unwind any Eurodollar Rate contracts or Interest Rate Contracts. Any Upon the giving of such notice of prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountsBorrower, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall amount of the Loans specified to be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan become due and payable on the next Monthly Payment Date, with any interest on date specified for such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On each date on which Lender actually receives a distribution If at any time the aggregate principal amount of Net ProceedsLoans outstanding at such time exceeds the Commitment, and if Lender does not make such Net Proceeds available to the Borrower for Restoration, Borrower shall, at Lender’s option, shall forthwith prepay the Debt Loans then outstanding in an amount equal to one hundred percent (100%) of such Net Proceeds excess, together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsaccrued interest. (c) IfThe Borrower shall forthwith prepay the Loans upon receipt by the Borrower or its Subsidiaries of Asset Sale Proceeds in connection with an Asset Sale of a Mortgaged Property in an amount equal to such Asset Sale Proceeds, prior together with accrued interest to the Prepayment Release Datedate of such prepayment on the principal amount prepaid. (d) Upon receipt by the Borrower or its Subsidiaries of proceeds of any issuance of debt or equity securities, concurrently with or after an Event of Defaultthe Borrower shall forthwith prepay the Loans and the Loans made under the Other Supplemental Facility and the Existing Facility in the following order: First, payment of all or any part to the repayment of the principal Loans made under the Other Supplemental Facility, Second, to the repayment of the Loan is tendered by BorrowerLoans made under this Agreement, a purchaser at foreclosure or any other PersonThird, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable Term Loan (as defined in the Existing Facility) made under the Loan Documents. Notwithstanding anything Existing Facility, and Fourth, to the contrary contained herein or Revolving Loans (as defined in any other Loan Document, any prepayment of the Debt shall be applied to Existing Facility) made under the Debt in such order and priority as may be determined by Lender in its sole discretionExisting Facility.

Prepayments. (a) Except as otherwise provided herein, Borrower Each Equipment Note shall not have the right to prepay the Loan be prepaid in whole or in part. On or after part by the Monthly Owner Trustee on a Rent Payment Date occurring two (2or, in the circumstance provided in Section 10.1 and the last sentence of Section 10.3 of the Lease, on the Termination Date) months upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in the event that the Lease as applicable to any Unit or Units related to such Equipment Note is terminated pursuant to Section 10 thereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the unpaid principal amount of such Equipment Note, as of such prepayment date (after deducting therefrom the principal installment, if any, due on or prior to the Maturity Date, Borrower may, provided no Event date of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretionprepayment), prepay by a fraction, the Debt numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units included in whole the Indenture Estate under the Indenture Supplement immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on any the date without of such payment (after giving effect to the application of any prepayment premium Basic Rent paid on or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon prior to the next Monthly Payment Date (date of such amounts, the “Interest Shortfall”prepayment) and such amounts (i.e.iii) the Make-Whole Amount, if any, applicable in respect of the principal and interest amount to be prepaid by Borrowerpursuant to clause (i) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan above on the next Monthly Payment Date, with any interest on date of such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On each Each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on a Rent Payment Date upon at least 15 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in connection with the occurrence of an Event of Loss with respect to any Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 11.2(i) of the Lease, or in the event Lessee shall be required to settle for 10 or more Units on the date of payment therefor determined pursuant to Section 11.2 of the Lease, such prepayment shall be made on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shalldate, at Lender’s optiona price equal to the sum of (i) as to principal thereof, prepay the Debt in an amount equal to one hundred percent (100%) the product obtained by multiplying the aggregate unpaid principal amount of such Net Proceeds together with any applicable Interest Shortfall. Borrower Equipment Note, as of such prepayment date (after deducting therefrom the principal installment, if any, due on such date), by a fraction, the numerator of which shall make be the Condemnation Payment Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate under the Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment after giving effect to the extent required hereunder. No prepayment premium application of any Basic Rent paid on or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing prior to the benefit date of Borrowersuch prepayment, and shall be applied by Lender on but without the next Monthly Payment Date, with payment of any interest on such funds paid to Borrower on such date provided no Event of Default then existsMake-Whole Amount. (c) IfUnless Lessee shall have elected to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in whole by the Owner Trustee on the Business Day specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the Participation Agreement, in the event that Lessee exercises the purchase option under Section 6.9 of the Participation Agreement with respect to the Equipment, at a price equal to the sum of (i) as to principal thereof, an amount equal to the unpaid principal amount of such Equipment Note as at the date of any prepayment under Section 6.9 of the Participation Agreement (after deducting therefrom the principal installment, if any, due on the prepayment date), (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment after giving effect to the application of any Basic Rent paid on or prior to the Prepayment Release Datedate of such prepayment, concurrently with or after an Event of Defaultand (iii) the Make-Whole Amount, payment of all or any part if any, applicable in respect of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, amount to be prepaid pursuant to clause (i) above on the date of such tender payment. (d) Unless Lessee shall have elected to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on the Early Purchase Date in the event that Lessee exercises the purchase option under Section 22.1 of the Lease with respect to the Equipment, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note allocable to the Equipment Group of which such Units are a part, as of the Early Purchase Date (after deducting therefrom the principal installment, if any, due on the prepayment date), by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units to be purchased and the denominator of which shall be the aggregate Equipment Cost of all Units in such Equipment Group included in the Indenture Estate immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment, and (iii) the Make-Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such payment. (e) Each Equipment Note shall be prepaid in whole but not in part on the Refunding Date specified by the Lessee to the Owner Trustee and to the Indenture Trustee in accordance with Sections 10.2(a) and (f) of the Participation Agreement, in the event of a refunding or refinancing pursuant to Section 10.2 of the Participation Agreement, at a price in addition to any other amounts due to the holders of the Equipment Notes under this Indenture equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus the Make-Whole Amount, if any. (f) The Indenture Trustee shall give prompt notice of any prepayment of any of the Equipment Notes to all holders of the Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment is to occur, which notice shall specify the Equipment Note or Notes to be prepaid, the principal amount of such Equipment Note or Notes to be prepaid and the date of prepayment; provided that any notice of prepayment given pursuant to Section 2.10(a), 2.10(c), 2.10(d) or 2.10(e) shall be revocable and shall be deemed an attempt revoked in the event that (x) the Lease does not terminate or the Lessee does not pay all amounts then due to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay Lessor under the Default Yield Maintenance PremiumOperative Documents, in addition the case of any notice of prepayment given to Section 2.10(a), 2.10(c) or 2.10(d) or (y) the outstanding principal balance, all accrued and unpaid interest and other amounts payable under subject refinancing does not in fact occur in the Loan Documents. Notwithstanding anything case of any notice of prepayment given pursuant to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionSection 2.10(e).

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (i) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (ii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iii) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (x) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xi) In the event that all or any portion of the Tranche B-III 2019 Term Loans, Tranche B 2020 Term Loans or Tranche B-II 2022 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Class of Loans is less than the Weighted Average Yield applicable to such Class of Loans on the Eleventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs on or after the Monthly Payment CenturyLink Acquisition Date occurring two (2) months and prior to the Maturity Date, Borrower may, provided no Event six month anniversary of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment CenturyLink Acquisition Date shall include interest which would have accrued thereon be accompanied by a prepayment fee equal to 1.00% of the next Monthly Payment Date (aggregate principal amount of such amounts, prepayment or the “Interest Shortfall”) and aggregate principal amount subject to such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsrepricing or refinancing. (bxii) On each In the event that all or any portion of the Tranche B 2024 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2024 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to the later of (A) August 22, 2017 and (B) the date on which Lender actually receives that is the earlier of (x) the six month anniversary of the CenturyLink Acquisition Date and (y) the termination of the CenturyLink Merger Agreement in accordance with its terms shall be accompanied by a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount prepayment fee equal to one hundred percent (100%) 1.00% of the aggregate principal amount of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make prepayment or the Condemnation Payment as and aggregate principal amount subject to the extent required hereunder. No prepayment premium such repricing or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsrefinancing. (cxiii) If, prior to In the Prepayment Release Date, concurrently with or after an Event of Default, payment of event that all or any part portion of the principal Tranche B 2027 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2027 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2027 Term Loans on the Thirteenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to May 29, 2020 shall be accompanied by a prepayment fee equal to 1.00% of the Loan is tendered by Borrower, a purchaser at foreclosure aggregate principal amount of such prepayment or any other Person, (i) the aggregate principal amount subject to such tender repricing or refinancing; provided that no such prepayment fee shall be deemed an attempt to circumvent required for prepayments made of Tranche B 2027 Term Loans made with the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in proceeds of any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionTerm A Term Loans.

Prepayments. (a) Except as otherwise provided hereinThe Loans may not be voluntarily prepaid during the Lockout Period. Subject to Section 2.8(c), following the Lockout Period, the Borrower shall not have the right right, at any time and from time to time, to prepay the Loans. The Borrower shall give the Administrative Agent written notice no later than 1:00 p.m. (Eastern Time) not less than three (3) Business Days prior to any such prepayment. In each case, such notice shall specify the date on which such prepayment is to be made (which shall be a Business Day), and the amount of such prepayment. Each such prepayment shall be in an aggregate minimum amount of $500,000 and shall include the Yield Maintenance Premium, if applicable, as well as interest accrued on the principal amount prepaid to, but not including, the date of payment in accordance with the terms hereof (or, in each case, such lesser amount constituting the amount of all Loans then outstanding). (b) Within five (5) Business Days after the occurrence of a Borrowing Base Deficiency, the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to the sum of (x) the aggregate amount necessary to eliminate such Borrowing Base Deficiency plus (y) the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment date, if any; provided, however, that, no Yield Maintenance Premium shall be due and payable for an initial $4,000,000 of principal prepaid by the Borrower (calculated in the aggregate) in connection with cures of the Borrowing Base Deficiency. (c) Voluntary prepayments of Loans shall be applied first, to reduce any outstanding Lender Group Expenses and, second, in such order as the Borrower may direct. The Borrower may prepay the Loans subject to the payment of any accrued interest plus the Yield Maintenance Premium applicable to such prepayment. (d) Notwithstanding anything else contained herein, no Yield Maintenance Premium shall be due on the voluntary prepayment of any Lender’s Loan if, at the time of such prepayment (or on the next Interest Payment Date), the Borrower is or would be required to pay a gross up indemnity with respect to any Taxes pursuant to Section 10.11 or compensate such Lender for any increased costs pursuant to Section 2.11. Other than as set forth in the immediately preceding sentence and Section 2.8(b) above, Yield Maintenance Premium shall be due on any prepayment of any Loan prepaid prior to the Yield Maintenance Date. (e) If a Change of Manager Event occurs, the Borrower will, at the Lenders’ option (as provided by L▇▇▇▇▇▇ in writing to Borrower and Agents), prepay the Loans, plus accrued interest plus the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment date, if any. (f) If a Change of Control Event occurs, the Borrower will, at the Lenders’ option (as provided by L▇▇▇▇▇▇ in writing to Borrower and Agents), prepay the Loans plus accrued interest plus the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment date, if any. For the avoidance of doubt, no Yield Maintenance Premium or other premium or penalty shall be payable in connection with any prepayment of the Loans, in whole or in part. On , made on or after the Monthly Payment Date occurring two (2) months prior to the Maturity DateFebruary 14, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default 2024the Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided hereinIf any Unit or Units have suffered or been deemed to have suffered a Casualty Occurrence, Borrower the Notes shall not have the right to prepay the Loan be prepaid in whole or in part. On part by the Borrower on the date which is the monthly anniversary of the Closing Date if such Unit or Units are not replaced pursuant to Section 7.3 hereof on the relevant date determined pursuant to Section 7.3 hereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of the Notes as at the date of such prepayment (after deducting therefrom the Monthly Payment Date occurring two (2principal installment, if any, due on the date of such prepayment) months by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units of Equipment and the denominator of which shall be the aggregate Equipment Cost of all Units of Equipment subject to the Lien of this Agreement immediately prior to the Maturity Datedate of such prepayment and (ii) as to interest, Borrower may, provided no Event the aggregate amount of Default has occurred interest accrued and is continuing, at its option and upon thirty unpaid in respect of the principal amount to be prepaid pursuant to clause (30i) days above to but not including the date of prepayment (after deducting therefrom any principal installment due on or prior notice to Lender (or the date of such shorter period of time as may be permitted by Lender in its sole discretionprepayment), prepay but without the Debt in whole on any date without payment of any prepayment premium Make-Whole Amount. (b) All Notes issued at any time outstanding hereunder may be prepaid in whole or penalty (including, without limitation, in part upon the request of the Borrower at any Default Yield Maintenance Premium). Any prepayment received by Lender time on a date selected by the Borrower at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus, an amount equal to the Make-Whole Amount, if any, applicable in respect of the principal amount of such Notes to be prepaid pursuant to this Section 4.8(b) on the date of such prepayment. (c) If at any time as a result of a Change in Tax Law (as defined below) the Borrower is or becomes obligated to make any increased payments pursuant to Section 7.11 hereof in respect of any payment of interest or other amounts on account of any of the Notes or this Agreement in excess of the amounts payable without regard to such Change in Tax Law, the Borrower may give the Lender irrevocable written notice (a “Tax Prepayment Notice") of the prepayment of the Notes on a specified prepayment date (which shall be a Business Day not less than a Monthly Payment Date 30 days nor more than 60 days after the date of such notice) and the circumstances giving rise to the obligation of the Borrower to make any increased payments and the amount thereof and stating that all of the Notes shall include be prepaid on the date of such prepayment at 100% of the principal amount so prepaid together with interest which would have accrued thereon to the next Monthly Payment Date date of such prepayment (such amountsbut without the payment of any Make-Whole Amount), unless the Lender gives Borrower written notice no more than 20 days after receipt of the Tax Prepayment Notice (or, if earlier, the tenth day prior to the date for the payment giving rise to such increased payments), that it seeks to reject such prepayment (a “Interest Shortfall”) Tax Prepayment Rejection Notice"). The form of Tax Prepayment Rejection Notice shall also accompany the Tax Prepayment Notice and such shall state that execution and delivery thereof by the Lender shall operate as a permanent waiver of its right to receive the increased payments arising as a result of the circumstances described in the Tax Prepayment Notice in respect of all future payments of interest or other amounts (i.e.but not of the Lender’s right to receive any increased payments that arise out of circumstances not described in the Tax Prepayment Notice or which exceed the amount of the increased payment described in the Tax Prepayment Notice), which waiver shall be binding upon all subsequent transferees of any Note. The Tax Prepayment Notice having been given, the principal and amount of the Notes together with interest prepaid by Borroweraccrued thereon to the date of such prepayment (but without the payment of any Make-Whole Amount) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing become due and payable on such amounts prepayment date, unless the Lender shall timely give a Tax Prepayment Rejection Notice. No prepayment pursuant to this Section 4.8(c) shall affect the obligation of the Borrower to pay increased payments in respect of any payment made on or prior to the benefit date of Borrower; such amounts prepaid shall be applied prepayment. The Borrower may not offer to the Loan on the next Monthly Payment Dateprepay, with any interest on such funds paid or prepay, Notes pursuant to Borrower on such date provided no this Section 4.8(c) (i) if an Event of Default then exists. , (bii) On each date on which Lender actually receives a distribution of Net Proceedsuntil the Borrower shall have taken commercially reasonable steps to mitigate the requirement to make the related increased payments or (iii) if the obligation to make such increased payments directly results or resulted from actions taken by the Borrower (other than actions required to be taken under applicable law), and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made Tax Prepayment Notice given pursuant to this Section 2.7(b4.8(c) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing certify to the benefit of Borrowerforegoing and describe such mitigation steps, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsif any. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or after the Monthly Payment Date occurring two (2) months prior to the Maturity No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, Borrower mayany such prepayment, provided no Event repricing or refinancing that occurs prior to the first anniversary of Default has occurred and is continuing, at its option and upon thirty the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (30iv) days prior notice to Lender In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such shorter period of time as may be permitted by Lender in its sole discretion), prepay that the Debt in whole Weighted Average Yield on any date without payment of any prepayment premium or penalty (including, without limitationsuch Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon such prepayment, repricing or refinancing that occurs prior to the next Monthly Payment Date (such amountsOctober 4, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) 2012 shall be held accompanied by Lender as collateral security for a prepayment fee equal to 1.00% of the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such amounts Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the benefit of Borrower; Fourth Amendment Effective Date, any such amounts prepaid prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be applied accompanied by a prepayment fee equal to 1.00% of the Loan aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the next Monthly Payment Fourth Amendment Effective Date, with any interest such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such funds paid Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to Borrower such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such date provided no Event Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of Default then existsthe aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available shall be reset to Borrower for Restorationzero. Notwithstanding the foregoing, Borrower shallany Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made of the Loans required pursuant to this Section 2.7(b2.05(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsreduced accordingly. (c) If, Not fewer than 30 days prior to the Prepayment Release Date, concurrently with any payment or after an Event prepayment of Default, payment of all or any part of the principal amount of the Loan is tendered by BorrowerProceeds Note, the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a purchaser at foreclosure or any other Personprice equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such tender payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall be deemed an attempt notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to circumvent the prohibition against prepayment set forth herein clause (e) below) and (ii) Borrowerthe Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such purchaser occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at foreclosure or other Person the expiration of such 30 Business Day period, the Administrative Agent shall pay notify the Default Yield Maintenance PremiumBorrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, in addition on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of the Loan Documents. Notwithstanding anything Loans prepaid to the contrary contained herein or in such Lender. (e) With respect to any other Loan Document, any proposed mandatory prepayment of the Debt Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be applied paid to the Debt Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such order and priority Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be determined by Lender acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in its sole discretion.the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior any Loans at any time subject to the Maturity Dateprepayment penalty described below; provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or an integral multiple thereof. No prepayment penalty will be imposed for Prime Rate Loans, for a LIBOR Loan with an initial Interest Period of three months or less or for a LIBOR Loan that is prepaid on the last day of the Interest Period applicable thereto. The Borrower may, provided no Event shall give the Agent at least three Business Days' prior written notice of Default has occurred and is continuing, at its option and upon thirty prepayment (30) days prior prompt written notice to Lender (or such shorter period of time as may which shall be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon given to the next Monthly Payment Date (such amounts, Banks by the “Interest Shortfall”Agent) and in such amounts (i.e., notice specify the prepayment date and the principal and interest prepaid by Borrower) amount of each Loan to be prepaid. Such notice of prepayment shall be held irrevocable and shall commit the Borrower to prepay in the amount stated therein. All prepayments under this Section shall be accompanied by Lender as collateral security for accrued interest on the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts principal amount being prepaid to the benefit date of Borrower; such amounts prepayment. Amounts prepaid shall be applied available to be reborrowed from the Loan on Banks hereunder in accordance with the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event terms of Default then existsthis Agreement. (b) On each date The prepayment penalty for a LIBOR Loan with an initial Interest Period of more than three months that is prepaid on which Lender actually receives a distribution day other than the last day of Net Proceedsthe Interest Period applicable thereto will be equal to the present value of the difference between the amount of interest that would accrue on the prepaid amount for the remaining term of the applicable Interest Period at LIBOR that was in effect on the first day of such Interest Period, and if Lender does any lesser amount that would accrue on the prepaid amount at LIBOR for an Interest Period with the with a maturity most closely equal to, but not make longer than, the remaining term of the applicable Interest Period. To determine such Net Proceeds available present value, the foregoing difference shall be discounted to Borrower for Restoration, Borrower shall, its present value at Lender’s option, prepay the Debt in an amount a discount rate equal to one hundred percent (100%the applicable LIBOR for such remaining Interest Period." 5. Section 5.2(a)(4) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment Credit Agreement is amended to read as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.follows:

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Any Borrower may, provided no Event of Default has occurred and is continuing, upon at its option and upon thirty (30) days prior least three Business Days’ notice to Lender the Agent, delivered no later than 12:00 noon, New York City time (or or, if such shorter period of time as may be permitted by Lender payment relates to a Borrowing denominated in its sole discretiona Designated Foreign Currency, 11:00 a.m., London time), prepay the Debt any ABR Borrowing or Eurocurrency Borrowing in whole on at any date without payment time or from time to time in part in amounts at least equal to the Borrowing Minimum that are multiples of any prepayment premium or penalty (includingthe Borrowing Multiple, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include together with accrued interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit date of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On In the event and on each date on which Lender actually receives a distribution occasion that the aggregate amount of Net Proceedsthe Revolving Credit Exposures exceeds 105% of the aggregate amount of the Commitments, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, the Borrowers shall promptly prepay the Debt Borrowings in an aggregate amount equal to one hundred percent (100%) the amount in excess of such Net Proceeds aggregate amount of the Commitments, together with any applicable Interest Shortfall. Borrower shall make accrued interest on the Condemnation Payment as and amount prepaid to the extent required hereunderdate of prepayment. No prepayment premium or penalty The Agent shall promptly notify (including, without limitation, any Default Yield Maintenance Premiumi) shall be due the Company in connection with the event it determines that any prepayment made pursuant to is required under this Section 2.7(bparagraph and (ii) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by each Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with of such interest accruing to the benefit Lender’s ratable share of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any If prepayment of a Eurocurrency Loan occurs other than at the Debt end of an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Debt Loans of the Lenders included in such order prepaid Borrowings. (d) Upon receipt of a notice of prepayment pursuant to paragraph (a) of this Section, the Agent shall promptly notify each Lender of the contents thereof and priority as may of such Lender’s ratable share of such prepayment and such notice shall not thereafter be determined revocable by Lender in its sole discretionthe Company or the relevant Borrower.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior Subject to the Maturity Date, Borrower may, provided no Event prepayment fee as set forth in subsection 2.10(b) and the provisions of Default has occurred and is continuing, at its option and subsection 2.21 upon not less than thirty (30) days days' prior written notice to Lender the Agent specifying the date of prepayment (or such shorter period of time as may which date shall be permitted by Lender in its sole discretiona Business Day), the Borrowers may prepay in full, but not in part, all of the Debt Obligations (excluding outstanding Lender Guaranties) and terminate the Commitments. Upon prepayment in whole on any date without payment full and termination of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountsCommitments, the “Interest Shortfall”) and such amounts Borrowers (i.e., principal and interest prepaid by Borroweri) shall cause the Agent and each Lender to be held by released from all liability under any Lender as collateral security Guaranties or (ii) shall (x) cause to be issued to and for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied the Agent and the Lenders a letter of credit in form and substance acceptable to the Loan on Agent issued by a bank or other financial institution acceptable to the next Monthly Payment DateAgent to secure such Lender Guaranties, or (y) deposit cash collateral with any interest on such funds paid the Agent, for the benefit of the Agent and the Lenders pursuant to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceedscash collateral agreement in form and substance satisfactory to the Agent, and if Lender does not make such Net Proceeds available to Borrower for Restorationin either case, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred ten percent (100110%) of such Net Proceeds together the aggregate Lender Guaranty Liability with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and respect to the extent required hereunder. No Lender Guaranties that will remain outstanding after prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date full of all other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsObligations. (cb) If, prior to If the Prepayment Release Date, concurrently with or after an Event of Default, payment of Borrowers shall prepay all or any part portion of the principal Obligations pursuant to subsection 2.10 (a) the Borrowers shall pay to the Agent, for the ratable benefit of the Loan is tendered by BorrowerLenders, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt as liquidated damages and compensation for the costs of being prepared to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition make funds available to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment Borrowers hereunder an amount determined as follows: two percent (2%) of the Debt shall be applied to Revolving Loan Facility for any repayment in the Debt in such order first Loan Year and priority as may be determined by Lender in its sole discretionone percent (1%) of the Revolving Loan Facility for any repayment during the second Loan Year.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan without premium or penalty and in whole or in part (but, if in part. On or after , then (i) in an amount not less than $2,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the Monthly Payment Date occurring two minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurodollar Loans upon three (23) months Business Days’ prior irrevocable notice to the Maturity DateAdministrative Agent or, Borrower mayin the case of a Borrowing of Base Rate Loans, provided irrevocable notice delivered to the Administrative Agent no Event later than 12:00 noon (New York time) on the date of Default has occurred and is continuingprepayment, at its option and upon thirty (30) days prior notice such prepayment to Lender (or such shorter period of time as may be permitted made by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include the principal amount to be prepaid and accrued interest which would have accrued thereon to the next Monthly Payment Date (date fixed for prepayment. In the case of Eurodollar Loans, any amounts owing under Section 2.11 hereof as a result of such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) prepayment shall be held by Lender as collateral security for paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from Borrower. Any amount paid or prepaid before the Loan in an interest bearing Eligible Account at an Eligible InstitutionTermination Date may, with interest accruing on such amounts subject to the benefit terms and conditions of Borrower; such amounts prepaid shall this Agreement, be applied to the Loan on the next Monthly Payment Dateborrowed, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsrepaid and borrowed again. (b) On each date on which Lender actually receives a distribution If the aggregate amount of Net Proceeds, outstanding Loans and if Lender does not make such Net Proceeds available L/C Obligations shall at any time for any reason exceed the Commitments then in effect or the amount of L/C Obligations at any time outstanding attributable to Borrower for RestorationMarketing Subsidiary Letters of Credit exceeds the Marketing Subsidiary Sublimit, Borrower shall, at Lender’s optionimmediately and without notice or demand, prepay pay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with excess to the Administrative Agent for the ratable benefit of the Banks as a prepayment of the Loans and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the need to make any applicable Interest Shortfall. such prepayment Borrower shall make notify the Condemnation Payment as and to the extent Administrative Agent of such required hereunderprepayment. No Each such prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received accompanied by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest on the Loans prepaid and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied subject to the Debt in such order and priority as may be determined by Lender in its sole discretionSection 2.11.

Prepayments. (ai) Except as otherwise provided hereinIf, Borrower shall not have prior to Closing, Seller pays any license fees, tariffs, rentals, service fees, payments for utilities, payments for Inventory, or other similar obligations with respect to the right to prepay the Loan Assets or Seller's Business which under GAAP are attributable, in whole or in part. On or , to the period after the Monthly Payment Date occurring two (2) months Closing Date, Seller shall be entitled to a credit in the Adjustment Amount with respect to the portion thereof which under GAAP is attributable to the period after the Closing Date; provided that, Seller shall not be entitled to a credit under this Section for the prepayment of any accounts payable of Seller for the purchase by Seller, the shipment to Seller or the handling prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice delivery to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment Seller of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and Inventory to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made Seller is paid for such Inventory pursuant to this Section 2.7(b) (including, without limitation, 3.3 and such accounts payable are not deducted in connection with any Condemnation Payment)determining the Purchase Price for such Inventory. Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to Closing, Seller is paid any license fees, tariffs, rentals, service fees, payments for utilities, or other similar revenues with respect to the Prepayment Release Assets or Seller's Business which under GAAP are attributable, in whole or in part, to the period after the Closing Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender Refinery Buyer shall be deemed an attempt entitled to circumvent a credit in the prohibition against prepayment set forth herein and Adjustment Amount with respect to the portion thereof which under GAAP is attributable to the period after the Closing Date. (ii) BorrowerRefinery Buyer acknowledges that, from time to time, Seller enters into agreements for the future delivery of crude oil necessary for the continued operation of the Facility, and that Seller may deem it necessary to enter into such purchaser agreements following the date hereof and through the Closing Date. Refinery Buyer further acknowledges that some of those agreements require Seller to prepay for such future deliveries of crude oil and others require that Seller provide the crude oil supplier with letters of credit issued on behalf of Seller to secure Seller's obligation to pay for such future deliveries of crude oil ("Crude Supply LCs"). Prior to Closing, Seller and Buyers shall (a) amend SCHEDULE A-3 to include any such crude oil supply agreements entered into by Seller as contemplated in this paragraph (ii) of Section 3.4 and (b) amend SCHEDULE 9.7 to include any such Crude Supply LCs issued on behalf of Seller as contemplated in this paragraph (ii) of Section 3.4. At Closing, Seller shall be entitled to a credit in the Adjustment Statement for such prepayments for crude oil to the extent such crude oil is not delivered at foreclosure the Facility prior to Closing. At Closing, Refinery Buyer shall cause to be delivered to each applicable beneficiary of such Crude Supply LCs a replacement letter of credit or other Person obligation deemed satisfactory by such beneficiary and shall pay cause the Default Yield Maintenance Premiumrelease as of the Closing Date of Seller and its Affiliates from all obligations and liabilities relating to such Crude Supply LCs, in addition the manner provided in Section 9.7 with respect to Existing Credit Support, provided that, Refinery Buyer shall be entitled to a credit in the Adjustment Statement for the unpaid cost of any such crude oil which has been received at the Facility prior to the outstanding principal balance, all accrued Closing and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything for which Refinery Buyer causes to be delivered to the contrary contained herein or in any other Loan Documentapplicable beneficiary a replacement letter of credit pursuant to this paragraph (ii) of Section 3.4. Not less than two days prior to the Closing Date, any prepayment Seller will provide Refinery Buyer with an estimate of the Debt shall aggregate amounts of (a) prepayments for crude oil, (b) Crude Supply LCs and (c) crude oil received under Crude Supply LCs, as contemplated in this paragraph (ii) of Section 3.4, which amounts will be applied calculated by Seller from Sellers' books and records and reflected in the Adjustment Statement, subject to post-Closing review and adjustment in accordance with the Debt in such order and priority as may be determined by Lender in its sole discretionprovisions of Section 3.5.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Any Borrower may, provided no Event of Default has occurred and is continuing, upon at its option and upon thirty (30) days prior least one Business Day’s notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion)the Agent, prepay the Debt any ABR Borrowing or Eurocurrency Borrowing in whole on at any date without payment time or from time to time in part in amounts at least equal to the Borrowing Minimum that are multiples of any prepayment premium or penalty (includingthe Borrowing Multiple, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include together with accrued interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit date of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On In the event and on each date on which Lender actually receives a distribution occasion that the aggregate amount of Net Proceedsthe Revolving Credit Exposures exceeds 105% of the aggregate amount of the Commitments, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, the Borrowers shall promptly prepay the Debt Borrowings in an aggregate amount equal to one hundred percent the amount in excess of such aggregate amount of the Commitments. The Agent shall promptly notify (100%a) the Company in the event it determines that any prepayment is required under this paragraph and (b) each Lender of such Lender’s ratable share (if any) of such Net Proceeds together with prepayment. If, on any applicable Interest Shortfall. Borrower Reset Date, the aggregate Revolving Credit Exposures shall make exceed 105% of the Condemnation Payment as and aggregate amount of the Commitments, then the Borrowers shall prepay Borrowings in an aggregate amount equal to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due amount in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other excess of such aggregate amount of the Commitments not later than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event Business Day following receipt by the Company of Default then existsa notification from the Agent of the amount payable hereunder. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any If prepayment of a Eurocurrency Loan occurs other than at the Debt end of an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Debt Loans of the several Lenders included in such order prepaid Borrowings. (d) Upon receipt of a notice of prepayment pursuant to paragraph (a), the Agent shall promptly notify each Lender of the contents thereof and priority as may of such Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be determined revocable by Lender in its sole discretionsuch Borrower.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or after the Monthly Payment Date occurring two (2) months prior to the Maturity No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, Borrower mayany such prepayment, provided no Event repricing or refinancing that occurs prior to the first anniversary of Default has occurred and is continuing, at its option and upon thirty the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (30iv) days prior notice to Lender In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such shorter period of time as may be permitted by Lender in its sole discretion), prepay that the Debt in whole Weighted Average Yield on any date without payment of any prepayment premium or penalty (including, without limitationsuch Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon such prepayment, repricing or refinancing that occurs prior to the next Monthly Payment Date (such amountsOctober 4, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) 2012 shall be held accompanied by Lender as collateral security for a prepayment fee equal to 1.00% of the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such amounts Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the benefit of Borrower; Fourth Amendment Effective Date, any such amounts prepaid prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be applied accompanied by a prepayment fee equal to 1.00% of the Loan aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the next Monthly Payment Fourth Amendment Effective Date, with any interest such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such funds paid Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to Borrower such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such date provided no Event Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of Default then existsthe aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available shall be reset to Borrower for Restorationzero. Notwithstanding the foregoing, Borrower shallany Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made of the Loans required pursuant to this Section 2.7(b2.05(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsreduced accordingly. (c) If, Not fewer than 30 days prior to the Prepayment Release Date, concurrently with any payment or after an Event prepayment of Default, payment of all or any part of the principal amount of the Loan is tendered by BorrowerProceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a purchaser at foreclosure or any other Personprice equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such tender payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall be deemed an attempt notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to circumvent the prohibition against prepayment set forth herein clause (e) below) and (ii) Borrowerthe Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such purchaser occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at foreclosure or other Person the expiration of such 30 Business Day period, the Administrative Agent shall pay notify the Default Yield Maintenance PremiumBorrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, in addition on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of the Loan Documents. Notwithstanding anything Loans prepaid to the contrary contained herein or in such Lender. (e) With respect to any other Loan Document, any proposed mandatory prepayment of the Debt Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be applied paid to the Debt Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such order and priority Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be determined acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender in its sole discretion(other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xi) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xii) In the event that all or any portion of the Tranche B-III 2019 Term Loans, Tranche B 2020 Term Loans or Tranche B-II 2022 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Class of Loans is less than the Weighted Average Yield applicable to such Class of Loans on the Eleventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs on or after the Monthly Payment CenturyLink Acquisition Date occurring two (2) months and prior to the Maturity six month anniversary of the CenturyLink Acquisition Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xiii) In the event that all or any portion of the Tranche B 2024 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2024 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to the later of (A) August 22, 2017 and (B) the date that is the earlier of (x) the six month anniversary of the CenturyLink Acquisition Date and (y) the termination of the CenturyLink Merger Agreement in accordance with its terms shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xiv) In the event that all or any portion of the Tranche B 2027 Term Loans are prepaid from the incurrence by the Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such shorter period that the Weighted Average Yield on such Tranche B 2027 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2027 Term Loans on the Thirteenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to May 29, 2020 shall be accompanied by a prepayment fee equal to 1.00% of time as may the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing; provided that no such prepayment fee shall be permitted by Lender in its sole discretion), prepay required for prepayments made of Tranche B 2027 Term Loans made with the Debt in whole on any date without payment proceeds of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsTerm A Term Loans. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $200,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available shall be reset to Borrower for Restorationzero. Notwithstanding the foregoing, Borrower shallany Excess Proceeds required to be applied to the Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made of the Loans required pursuant to this Section 2.7(b2.05(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsreduced accordingly. (c) If, Not fewer than 30 days prior to the Prepayment Release Date, concurrently with any payment or after an Event prepayment of Default, payment of all or any part of the principal amount of the Loan is tendered by BorrowerProceeds Note, the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a purchaser at foreclosure or any other Personprice equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such tender payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall be deemed an attempt notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to circumvent the prohibition against prepayment set forth herein clause (e) below) and (ii) Borrowerthe Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below; provided, further, that, subject to Section 6.11(i), if at any time the principal amount of the Loan Proceeds Note is greater than the aggregate principal amount of the Loans, any Permitted First Lien Indebtedness and any Permitted First Lien Refinancing Indebtedness outstanding at such purchaser at foreclosure time, Level 3 LLC (or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable any successor obligor under the Loan DocumentsProceeds Note) may repay or forgive or waive an amount of the Loan Proceeds Note equal to such excess without complying with this Section 2.05(c). Notwithstanding anything the foregoing, any amount required to be applied to the contrary contained herein Loans pursuant to this Section 2.05(c) shall be applied ratably among the Loans, and, to the extent required by the terms of any Permitted First Lien Indebtedness or in any other Loan DocumentPermitted First Lien Refinancing Indebtedness, any the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Debt Loans required pursuant to this Section 2.05(c) shall be reduced accordingly. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, (1) in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the Debt in such order and priority as may subsequent scheduled repayments of Tranche B 2016 Term Loans to be determined by Lender in its sole discretion.made pursuant to Sec

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior In addition to the Maturity Daterequired repayment of principal specified in Section 2.05, Borrower maywith respect to each Club Trust, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (includingday on which the Maximum Available Amount under such Club Trust's Sub-Facility is reduced pursuant to Section 2.04, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon principal in the amount equal to the next Monthly Payment Date excess, if any, of (i) all outstanding Loans to such amounts, Club Trust under its Sub-Facility over (ii) the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) Maximum Available Amount as so reduced shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, immediately payable hereunder and a "Club Trust Prepayment Event" with interest accruing on respect to such amounts to the benefit of Borrower; such amounts prepaid excess shall be applied deemed to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existshave occurred. (b) On Other than with respect to any prepayment pursuant to the provisions of paragraph (c) below, each Club Trust may, upon at least three Business Days' notice in the case of any LIBO Rate Loan and one Business Day's notice in the case of any Base Rate Loan to the MLB Trust and the Facilitating Agent stating the Club Trust with respect to which any such prepayment relates, the proposed date on which Lender actually receives a distribution and aggregate principal amount of Net Proceeds, and if Lender does not make each such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s optionprepayment, prepay the Debt Loan(s) under its Club Trust Sub-Facility in whole or ratably in part, and, if such notice is given, the related Club Trust shall prepay the Loan(s) under its Club Trust Sub-Facility in whole or ratably in part in the aggregate principal amount designated in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid; PROVIDED, HOWEVER, that with respect to each Club Trust (i) each partial prepayment shall be in an aggregate principal amount equal to one hundred percent not less than $250,000, (100%ii) any prepayment of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, LIBO Rate Portion of any Default Yield Maintenance PremiumClub Trust's Loan(s) under its Club Trust Sub-Facility shall be due in connection with any made on, and only on, the last day of an Interest Period for such LIBO Rate Portion (PROVIDED, THAT prepayments may be made at other times as long as all costs payable pursuant to Section 8.04(b) are paid) and (iii) no prepayment made shall be permitted pursuant to this Section 2.7(b) (including2.09 if, without limitationafter giving effect to such prepayment, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date the aggregate principal amount of Loans outstanding under such Club Trust's Sub-Facility shall be held by Lender as collateral security for less than $5,000,000, unless the Loan in an interest bearing, Eligible Account at an Eligible Institution, with amount of Loans outstanding under such interest accruing to the benefit of Borrower, and Club Trust Sub-Facility shall be applied reduced by Lender on the next Monthly Payment Date, with any interest on such funds paid prepayment to Borrower on such date provided no Event of Default then existszero. (c) IfIn accordance with the provisions of Section 2.07 of each Club Trust Agreement, prior each Club Trust may, upon at least three Business Days' notice to the Prepayment Release Date, concurrently MLB Trust and the Facilitating Agent stating the Club Trust with or after an Event respect to which any such prepayment relates and the proposed date and aggregate principal amount of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.such

Prepayments. (a) Except as otherwise provided hereinThe Borrower may, Borrower shall not have upon at least ten (10) Business Days' prior notice to the right to Lender, stating the proposed date and aggregate principal amount of the prepayment, prepay the Loan outstanding principal amount of the Loans in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior , together with accrued interest to the Maturity Datedate of such prepayment on the principal amount prepaid, without premium or penalty; provided, however, that any prepayment of the Loans bearing interest at the Eurodollar Rate made other than on the last day of an Interest Period for the Loans to be repaid shall be subject to payment by the Borrower mayto the Lender of any costs, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (fees or such shorter period of time as may be permitted expenses incurred by the Lender in its sole discretion), prepay the Debt in whole on any date without payment of any connection with such prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium)costs to unwind any Eurodollar Rate contracts or Interest Rate Contracts. Any Upon the giving of such notice of prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountsBorrower, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall amount of the Loans specified to be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan become due and payable on the next Monthly Payment Date, with any interest on date specified for such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On each date on which Lender actually receives a distribution If at any time the aggregate principal amount of Net ProceedsLoans outstanding at such time exceeds the Commitment, and if Lender does not make such Net Proceeds available to the Borrower for Restoration, Borrower shall, at Lender’s option, shall forthwith prepay the Debt Loans then outstanding in an amount equal to one hundred percent (100%) of such Net Proceeds excess, together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsaccrued interest. (c) IfThe Borrower shall forthwith prepay the Loans upon receipt by the Borrower or its Subsidiaries of Asset Sale Proceeds in connection with an Asset Sale of a Mortgaged Property in an amount equal to such Asset Sale Proceeds, prior together with accrued interest to the Prepayment Release Datedate of such prepayment on the principal amount prepaid. (d) Upon receipt by the Borrower or its Subsidiaries of proceeds of any issuance of debt or equity securities, concurrently with or after an Event of Defaultthe Borrower shall forthwith prepay the Loans and the Loans made under the Other Supplemental Facility and the Existing Facility in the following order: First, payment of all or any part to the repayment of the principal Loans made under this Agreement, Second, to the repayment of the Loan is tendered by BorrowerLoans made under the Other Supplemental Facility, a purchaser at foreclosure or any other PersonThird, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable Term Loan (as defined in the Existing Facility) made under the Loan Documents. Notwithstanding anything Existing Facility, and Fourth, to the contrary contained herein or Revolving Loans (as defined in any other Loan Document, any prepayment of the Debt shall be applied to Existing Facility) made under the Debt in such order and priority as may be determined by Lender in its sole discretionExisting Facility.

Prepayments. (ai) Except as otherwise provided herein, Borrower shall Debtor may prepay all (but not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2less than all) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted any outstanding Engine Note by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include 100% of the outstanding Principal Amount of such Engine Note and accrued interest which would have accrued thereon to the next Monthly Payment Date date of such prepayment plus the Prepayment Fee, together with all other amounts due hereunder and under the Engine Notes and the other Documents; provided, -------- that Debtor will provided Secured Party at least 30 days' prior irrevocable written notice of any such prepayment (such amountswhich notice shall specify the date of prepayment and the principal, the “Interest Shortfall”) interest and such amounts (i.e., principal and interest prepaid by Borrower) shall Prepayment Fee to be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing paid on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsdate). (bii) On each If an Event of Loss with respect to any Engine shall occur, then on the date on which Lender actually receives Debtor is required to make payment of the amounts specified in Article 9 hereof, Debtor shall pay to Secured Party a distribution portion of Net Proceeds, the outstanding Principal Amount equal to the product obtained by multiplying (i) the aggregate outstanding principal amount of the Engine Notes by (ii) a fraction (x) the numerator of which is the Engine Original Amount with respect to the Engine that suffered the Event of Loss and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay (y) the Debt in denominator of which is an amount equal to one hundred percent (100%1) the Aggregate Original Amount less (2) the Engine Original Amount with respect to any Engine that has previously suffered an Event of Loss and accrued interest thereon to the date of such Net Proceeds prepayment plus the Prepayment Fee, together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as all other amounts due hereunder and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with under such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsEngine Note. (ciii) IfDebtor shall pay, with respect to each Engine Note, the principal amount of such Engine Note on the dates and in the amounts set forth in Annex A to such Engine Note. (iv) As used herein, "Prepayment Fee" means either, (A) with respect to any prepayment of all or a portion of the Engine Notes due solely to an Event of Loss with respect to an Engine, an amount equal to the Event of Loss Prepayment Fee or (B) with respect to any other prepayment of all or a portion of the Engine Notes, an amount equal to (i) 2% of the then outstanding Principal Amount of the Engine Notes to be prepaid if such prepayment occurs on or prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part First anniversary of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure Closing Date or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment 1% of the Debt shall be applied to then outstanding Principal Amount of the Debt in Engine Note if such order and priority as may be determined by Lender in its sole discretionprepayment occurs at any time thereafter.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan Loans in whole or in partpart subject to the requirements of this Section without penalty or premium; provided that if the Borrower has entered into an agreement for a Change of Control or the Borrower or any other Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of Control, the Borrower may only prepay the Loans at a prepayment amount equal to the Fixed Early Prepayment Amount, plus accrued and unpaid interest to the date of prepayment. (b) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, then, unless a Reinvestment Notice shall be delivered with respect to Net Proceeds from a Prepayment Event specified in paragraphs (A) or (B) of the definition of Prepayment Event, the Borrower shall, within three (3) Business Days after such Net Proceeds are received, prepay Loans in an aggregate amount equal to such Net Proceeds; provided, that, on each Reinvestment Prepayment Date, the Loans shall be repaid in an amount equal to the Reinvestment Prepayment Amount with respect to the Reinvestment Event. (c) Following the end of each fiscal year of the Borrower, commencing with the fiscal year that begins on January 1, 2005, for which there is any Excess Cash Flow, the Borrower shall prepay Loans in an aggregate amount equal to 75% of Excess Cash Flow for such fiscal year. On Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to subsection 5.1(a) with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after the Monthly Payment end of such fiscal year). (d) In the event and on each occasion that the Borrower or any Subsidiary after the Closing Date occurring two receives cash proceeds from the sale of Capital Stock or other equity securities, or otherwise receives a cash capital contribution from any third Person, or raises any private or public capital in cash (2) months prior other than cash proceeds received in connection with the exercise of options and warrants to acquire the common stock of the Borrower that are issued or outstanding on the date hereof or issued under a Plan or pursuant to the Maturity DateSyndication Letter, or pursuant to anti-dilution provisions in such options or warrants or applicable thereto), the Borrower mayshall, provided no Event within three (3) Business Days after the receipt thereof, prepay Loans in an amount equal to 50% of Default has occurred the net amount received. (e) Upon the occurrence of a Change of Control, the Borrower shall, within three (3) Business Days after the occurrence thereof, prepay all of the Loans at a prepayment price equal to the Fixed Early Prepayment Amount, plus accrued and is continuingunpaid interest, if any, to the date of prepayment. (f) In the event of a prepayment hereunder, the Borrower shall give at its option and upon thirty least three (303) days prior Business Days' irrevocable notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion)the Agent and the Lenders, prepay specifying the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountsdate, the “Interest Shortfall”) reason for the prepayment and amount of prepayment. 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 (i.e., payable pursuant to subsection 2.9 and accrued interest to such date on the amount prepaid. Each prepayment of principal and interest prepaid by Borrowerof the Loans pursuant to subsection 2.3(a) shall be held by Lender as collateral security for applied pro rata against the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts remaining scheduled payments of principal under subsection 2.2. Partial prepayments of the Loans (other than pursuant to the benefit of Borrower; such amounts prepaid subsection 2.3(a)) shall be applied to the Loan installments of principal thereof in the inverse order of their scheduled maturities. Amounts prepaid on account of the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does Loans may not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfallbe reborrowed. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance PremiumPartial prepayments under subsection 2.3(a) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit aggregate principal amount of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists$250,000 or a whole multiple thereof. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. Subject to Sections 3.03 through 3.18 hereof: (a) Except as otherwise provided herein, The Borrower shall not have the right to may prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two Tranche B Base Rate Loans upon one (21) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days Business Day's prior notice to Lender the Agent (which shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000 or such shorter period of time as the remaining aggregate principal balance outstanding on the Tranche B Notes) and may be permitted revocable or irrevocable and effective only upon receipt by Lender in its sole discretionthe Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay all or any portion of Tranche B Eurodollar Loans upon not less than three (3) Business Day's prior notice to the Agent (which shall promptly notify the Lenders), prepay which notice shall specify the Debt in whole prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on any date without payment of any prepayment premium the Tranche B Notes) and may be revocable or penalty (includingirrevocable and effective only upon receipt by the Agent, without limitationprovided that interest on the principal prepaid, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountsprepayment date, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for paid on the Loan in an interest bearing Eligible Account at an Eligible Institutionprepayment date. In addition, with interest accruing on such amounts prepayments of Tranche B Eurodollar Loans shall be subject to the benefit terms of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists.Section 5.05; (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shallIf, at Lender’s optionany time, the outstanding aggregate principal amount of the Tranche B Loans plus the Tranche B LC Exposure exceeds either the Aggregate Tranche B Commitments or the Aggregate Maximum Tranche B Credit Amounts, the Borrower shall (i) prepay the Debt Tranche B Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest accrued on the principal amount pre-paid to the date of such prepayment and (ii) if any excess remains after prepaying all of the Tranche B Loans, pay to the Agent on behalf of the Lenders an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and excess to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as cash collateral security for in the Loan Collateral Account as provided in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists.Section 2.10(b) hereof; (c) If, prior The Borrower shall instruct Halliburton to pay all Initial Participation Payments to the Prepayment Release DateCollateral Account. The Agent shall hold each such payment at the direction of the Borrower, concurrently with except to the extent that the Aggregate Tranche B Commitments or after the Aggregate Maximum Tranche B Credit Amounts are or would be less than the outstanding Tranche B Indebtedness at the time of the receipt by the Agent of an Event of DefaultInitial Participation Payment, payment of in which case the Borrower hereby authorizes and instructs the Agent to immediately apply all or any part a portion of such Initial Participation Payment to the principal repayment of Tranche B Indebtedness or to deposit same as cash collateral in the Loan is tendered Collateral Account, as the case may be, as required by Borrower, a purchaser Section 2.07(b) so that the outstanding Tranche B Indebtedness does not exceed either the Aggregate Tranche B Commitments or the Aggregate Maximum Tranche B Credit Amounts at foreclosure the time of such Initial Participation Payment; and (d) Prepayments permitted or any other Person, (i) such tender required under this Section 2.07 shall be deemed an attempt to circumvent without notice, premium or penalty, except as required under Section 5.05 for prepayment of Tranche B Eurodollar Loans. Any prepayments on the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition Tranche B Loans may be reborrowed subject to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionthen effective Aggregate Maximum Tranche B Credit Amounts.

Prepayments. (a) Except as otherwise provided herein, Borrower The Borrowers shall not have the no right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment principal amount of any prepayment premium Term Loan, Revolving Credit Loan or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date Swing Loan other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan provided in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsthis Section 2.7. (b) On each The Borrowers may at any time prepay the outstanding principal amount of the Swing Loans in whole or ratably in part. (i) The Borrowers may at any time prepay the outstanding principal amount of the Loans in whole or ratably in part with the proceeds of Collateral. (ii) The Borrowers may, upon at least one Business Day's prior notice to the Agent stating the proposed date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s optionthe prepayment, prepay the Debt outstanding principal amount of the Loans in whole (together with accrued interest to the date of such prepayment) or ratably in part. Upon the giving of such notice of prepayment, the principal amount of the Loans specified to be prepaid shall become due and payable on the date specified for each such prepayment. (iii) The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Loans (to the extent applicable, comprising part of the same Borrowing) and Swing Loans equal to the amount by which (A) (I) the sum of the aggregate principal amount of Revolving Credit Loans, Letter of Credit Obligations and Swing Loans then outstanding minus (II) the aggregate amount then on deposit in the Concentration Account, the Investment Account and the L/C Cash Collateral Account exceeds (B) the lesser of the Revolving Credit Commitments and the Borrowing Base. (iv) The Borrowers shall, on the date of receipt of the Net Cash Proceeds by any Borrower or any of its Subsidiaries from the sale, lease, transfer or other disposition of any Term Priority Collateral, prepay an aggregate principal amount of the Term Loans in an amount equal to one hundred percent (100%) the amount of such Net Proceeds together with any applicable Interest ShortfallCash Proceeds. Borrower shall make the Condemnation Payment as and to To the extent required hereunder. No such Net Cash Proceeds are in excess of the Borrowers' Obligations in respect of the Term Loan, the Borrowers shall use such excess to prepay outstanding fees and interest owed in respect of Revolving Credit Loans, then the principal amount of Revolving Credit Loans. (v) Any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment of the Revolving Credit Facility made pursuant to this Section 2.7(b2.7(c) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing applied first to the benefit outstanding fees and interest owed in respect of Borrowerany Swing Loans outstanding, then to any outstanding principal in respect of any Swing Loans and, if no Swing Loans are outstanding, then, to the Revolving Credit Loans outstanding. If (A) the only Loans outstanding are Eurodollar Rate Loans, (B) there are no Letter of Credit Obligations immediately due and payable, (C) the application of such immediately available funds will cause the Borrowers to incur an obligation under Section 10.4 and (D) there is no Default then continuing, then such prepayment shall be deposited into the Investment Account and shall be applied by Lender on retained therein until one of the next Monthly Payment Dateconditions set forth in clauses (A) through (D) are no longer met, with any interest on in which case such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent applied as provided in this Section 2.7(c); provided, however, that at any time the prohibition against prepayment set forth herein and only condition not met is the condition specified in clause (ii) BorrowerB), then such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt funds shall be applied to fund the Debt L/C Cash Collateral Account. (d) All immediately available funds in the Concentration Account, the Blocked Account and the Investment Account shall be applied on the date on which they are immediately available first to the outstanding fees and interest owed in respect of Swing Loans, next to the principal amount of the Swing Loans, next to the outstanding fees and interest owed in respect of the Revolving Credit Loans, next to the principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations or any Obligations in respect of Term Loans), as more fully described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the Borrowers may direct the disposition of any funds remaining in the Concentration Account, the Blocked Account and the Investment Account; provided that, if a Default shall have occurred and be continuing, then such order funds in the Concentration Account, the Blocked Account and priority the Investment Account shall be used to cash collateralize the Letter of Credit Obligations, and thereafter, the Borrowers shall direct the disposition of such remaining funds. (e) All proceeds of Collateral (other than the Term Priority Collateral) received by the Secured Parties after the giving of notice to the Borrowers pursuant to clause (i) or (ii) of the first sentence of Section 8.2 shall be applied first to fund the L/C Cash Collateral Account, and if the L/C Cash Collateral Account has been fully funded pursuant to Section 8.3, to outstanding fees and interest owed in respect of Swing Loans, next to the principal amount of the Swing Loans, next to the outstanding fees and interest owed in respect of the Revolving Credit Loans, next to the principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations or any Obligations in respect of Term Loans), as may be determined by Lender more fully described in its sole discretionSection 5 of the Cash Collateral Account Agreement.

Prepayments. (a) Except as otherwise provided hereinIf any Unit or Units have suffered or been deemed to have suffered a Casualty Occurrence, Borrower the Notes shall not have the right to prepay the Loan be prepaid in whole or in part. On part by the Borrower on the date which is the monthly anniversary of the Closing Date if such Unit or Units are not replaced pursuant to Section 7.3 hereof on the relevant date determined pursuant to Section 7.3 hereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of the Notes as at the date of such prepayment (after deducting therefrom the Monthly Payment Date occurring two (2principal installment, if any, due on the date of such prepayment) months by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units of Equipment and the denominator of which shall be the aggregate Equipment Cost of all Units of Equipment subject to the Lien of this Agreement immediately prior to the Maturity Datedate of such prepayment and (ii) as to interest, Borrower may, provided no Event the aggregate amount of Default has occurred interest accrued and is continuing, at its option and upon thirty unpaid in respect of the principal amount to be prepaid pursuant to clause (30i) days above to but not including the date of prepayment (after deducting therefrom any principal installment due on or prior notice to Lender (or the date of such shorter period of time as may be permitted by Lender in its sole discretionprepayment), prepay but without the Debt in whole on any date without payment of any prepayment premium Make-Whole Amount. (b) All Notes issued at any time outstanding hereunder may be prepaid in whole or penalty (including, without limitation, in part upon the request of the Borrower at any Default Yield Maintenance Premium). Any prepayment received by Lender time on a date selected by the Borrower at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus, an amount equal to the Make-Whole Amount, if any, applicable in respect of the principal amount of such Notes to be prepaid pursuant to this Section 4.8(b) on the date of such prepayment. (c) If at any time as a result of a Change in Tax Law (as defined below) the Borrower is or becomes obligated to make any increased payments pursuant to Section 7.11 hereof in respect of any payment of interest or other amounts on account of any of the Notes or this Agreement in excess of the amounts payable without regard to such Change in Tax Law, the Borrower may give the Lender irrevocable written notice (a “Tax Prepayment Notice”) of the prepayment of the Notes on a specified prepayment date (which shall be a Business Day not less than a Monthly Payment Date 30 days nor more than 60 days after the date of such notice) and the circumstances giving rise to the obligation of the Borrower to make any increased payments and the amount thereof and stating that all of the Notes shall include be prepaid on the date of such prepayment at 100% of the principal amount so prepaid together with interest which would have accrued thereon to the next Monthly Payment Date date of such prepayment (such amountsbut without the payment of any Make-Whole Amount), unless the Lender gives Borrower written notice no more than 20 days after receipt of the Tax Prepayment Notice (or, if earlier, the tenth day prior to the date for the payment giving rise to such increased payments), that it seeks to reject such prepayment (a “Interest ShortfallTax Prepayment Rejection Notice”) ). The form of Tax Prepayment Rejection Notice shall also accompany the Tax Prepayment Notice and such shall state that execution and delivery thereof by the Lender shall operate as a permanent waiver of its right to receive the increased payments arising as a result of the circumstances described in the Tax Prepayment Notice in respect of all future payments of interest or other amounts (i.e.but not of the Lender’s right to receive any increased payments that arise out of circumstances not described in the Tax Prepayment Notice or which exceed the amount of the increased payment described in the Tax Prepayment Notice), which waiver shall be binding upon all subsequent transferees of any Note. The Tax Prepayment Notice having been given, the principal and amount of the Notes together with interest prepaid by Borroweraccrued thereon to the date of such prepayment (but without the payment of any Make-Whole Amount) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing become due and payable on such amounts prepayment date, unless the Lender shall timely give a Tax Prepayment Rejection Notice. No prepayment pursuant to this Section 4.8(c) shall affect the obligation of the Borrower to pay increased payments in respect of any payment made on or prior to the benefit date of Borrower; such amounts prepaid shall be applied prepayment. The Borrower may not offer to the Loan on the next Monthly Payment Dateprepay, with any interest on such funds paid or prepay, Notes pursuant to Borrower on such date provided no this Section 4.8(c) (i) if an Event of Default then exists. , (bii) On each date on which Lender actually receives a distribution of Net Proceedsuntil the Borrower shall have taken commercially reasonable steps to mitigate the requirement to make the related increased payments or (iii) if the obligation to make such increased payments directly results or resulted from actions taken by the Borrower (other than actions required to be taken under applicable law), and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made Tax Prepayment Notice given pursuant to this Section 2.7(b4.8(c) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing certify to the benefit of Borrowerforegoing and describe such mitigation steps, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsif any. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the no right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment principal amount of any prepayment premium Revolving Credit Loan or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date Swing Loan other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan provided in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsthis Section 2.7. (b) On The Borrower may at any time prepay the outstanding principal amount of the Swing Loans in whole or ratably in part. (i) The Borrower may at any time prepay the outstanding principal amount of the Loans in whole or ratably in part with the proceeds of Collateral. (ii) The Borrower may, upon at least one Business Day's prior notice to the Agent stating the proposed date of the prepayment, prepay the outstanding principal amount of the Loans in whole (together with accrued interest to the date of such prepayment) or ratably in part. Upon the giving of such notice of prepayment, the principal amount of the Loans specified to be prepaid shall become due and payable on the date specified for each such prepayment. (iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Loans comprising part of the same Borrowing and Swing Loans equal to the amount by which (A) (I) the sum of the aggregate principal amount of Revolving Credit Loans, Letter of Credit Obligations and Swing Loans then outstanding minus (II) the aggregate amount then on deposit in the Cash Collateral Account and the L/C Cash Collateral Account exceeds (B) the lesser of the Revolving Credit Commitments and the Borrowing Base. (d) After the occurrence of a Default, an Event of Default or a Triggering Condition and until such Default or Event of Default has been cured or waived or the occurrence of a Triggering Condition Unwind, all immediately available funds in the Concentration Account shall be applied on the date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds they are immediately available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition first to the outstanding principal balanceamount of the Swing Loans, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything next to the contrary contained herein or in any other Loan Document, any prepayment outstanding principal amount of the Debt Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations), as more fully described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the Borrower may direct the disposition of any funds remaining in the Concentration Account and the Investment Account; provided that, if a Default or an Event of Default shall have occurred and be continuing, then such funds in the Concentration Account and the Investment Account shall be used to cash collateralize the Letter of Credit Obligations, and thereafter, the Borrower shall direct the disposition of such remaining funds. (e) All proceeds of Collateral received by the Secured Parties after the giving of notice to the Borrower pursuant to clause (i) or (ii) of the first sentence of Section 8.2 shall be applied first to fund the Debt L/C Cash Collateral Account, and if the L/C Cash Collateral Account has been fully funded pursuant to Section 8.3, to repay any Swing Loans then outstanding together with accrued interest thereon, and if no Swing Loans or accrued interest are outstanding, ratably, to repay all other Loans outstanding together with accrued interest thereon, and if no such Loans or accrued interest are outstanding, then to repay the Secured Parties, ratably, in such order and priority as may be determined by Lender in its sole discretionrespect of all other Obligations hereunder.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xi) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xii) In the event that all or any portion of the Tranche B-III 2019 Term Loans, Tranche B 2020 Term Loans or Tranche B-II 2022 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Class of Loans is less than the Weighted Average Yield applicable to such Class of Loans on the Eleventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs on or after the Monthly Payment CenturyLink Acquisition Date occurring two (2) months and prior to the Maturity six month anniversary of the CenturyLink Acquisition Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xiii) In the event that all or any portion of the Tranche B 2024 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2024 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date, Borrower mayany such prepayment, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days repricing or refinancing that occurs prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment later of (A) August 22, 2017 and (B) the date that is the earlier of (x) the six month anniversary of the CenturyLink Acquisition Date and (such amounts, y) the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) termination of the CenturyLink Merger Agreement in accordance with its terms shall be held accompanied by Lender as collateral security for a prepayment fee equal to 1.00% of the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on aggregate principal amount of such amounts prepayment or the aggregate principal amount subject to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsrepricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $100,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available shall be reset to Borrower for Restorationzero. Notwithstanding the foregoing, Borrower shallany Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made of the Loans required pursuant to this Section 2.7(b2.05(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsreduced accordingly. (c) If, Not fewer than 30 days prior to the Prepayment Release Date, concurrently with any payment or after an Event prepayment of Default, payment of all or any part of the principal amount of the Loan is tendered by BorrowerProceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a purchaser at foreclosure or any other Personprice equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such tender payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall be deemed an attempt notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to circumvent the prohibition against prepayment set forth herein clause (e) below) and (ii) Borrowerthe Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such purchaser occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at foreclosure or other Person the expiration of such 30 Business Day period, the Administrative Agent shall pay notify the Default Yield Maintenance PremiumBorrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, in addition on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of the Loan Documents. Notwithstanding anything Loans prepaid to the contrary contained herein or in such Lender. (e) With respect to any other Loan Document, any proposed mandatory prepayment of the Debt Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the Debt subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) as directed by the Borrower) and (y) pursuant to paragraph (b), (c) or (d) of this Section shall be applied ratably between the Classes of Loans (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) on a pro rata basis (in accordance with the principal amounts of such order scheduled repayments)) (it being understood that, with respect to any Subsidiary Loan Party that has not guaranteed or granted Liens on, security interests in or pledges of its assets to secure the Tranche B Term Obligations, the Tranche B II Term Obligations, the Tranche B III Term Obligations, the Tranche B 2019 Term Obligations, the Tranche B 2016 Term Obligations, the Tranche B-II 2019 Term Obligations, the Tranche B-III 2019 Term Obligations, the Tranche B 2020 Term Obligations, the Tranche B 2022 Term Obligations, the Tranche B-II 2022 Term Obligations, the Tranche B 2024 Term Obligations or the Obligations in respect of any other Class of Loans, nothing herein shall prohibit or limit the application of proceeds realized from the exercise of remedies under any Security Document in respect of such Subsidiary Loan Party solely to the Obligations in respect of the Tranche A Term Loans owed to the Tranche A Term Lenders and priority as may be determined the Obligations in respect of any other Class of Loans owed to the Lenders of such Class to the extent such Class of Loans is guaranteed by, or secured by Lender Liens on, security interests in its sole discretionor pledges of the applicable assets of, such Subsidiary Loan Party pursuant to the applicable Security Document).

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt Loans and the Bond in whole on at any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received time by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to paying both the next Monthly Payment Date (such amounts, applicable Prepayment Amount and the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsapplicable Taxable Prepayment Amount. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, shall prepay the Debt Loans and the Bond in an amount equal to one hundred percent (100%) of such Net Proceeds together with whole or in part at any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made time pursuant to Sections 9.01 and 9.02 of this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received Agreement and of the Taxable Loan Agreement by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for paying both the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to applicable Prepayment Amount and the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsapplicable Taxable Prepayment Amount. (c) If, prior to Borrower shall prepay the Prepayment Release Date, concurrently with or Loans and the Bond in full immediately upon demand of Lender after the occurrence of an Event of DefaultDefault by paying both the applicable Prepayment Amount and the applicable Taxable Prepayment Amount. A portion of such prepayment may be made with funds remaining in the Escrow Fund pursuant to the Escrow Agreement. (d) Borrower shall prepay the Loan and the Bond in full immediately upon demand of Lender after the occurrence of a Determination of Taxability by paying the applicable Prepayment Amount plus an amount necessary to supplement the prior Loan Payments to the Gross-Up Rate. (e) The amounts due hereunder shall be repaid, payment and the amounts due under the Bond shall be paid, in part with funds remaining in the Escrow Fund upon termination of all or the Escrow Agreement as provided in Section 2.03 of the Escrow Agreement and, if less than 80% of the amount deposited in the Escrow Fund has been disbursed pursuant to the Escrow Agreement, together with a prepayment premium calculated at the percentage used to determine the Prepayment Amount at the date of such prepayment. (f) Borrower shall prepay the Loans in part pursuant to Section 2.08 hereof. Upon any prepayment in part of the principal of Loans, the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, prepayment shall be applied to (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein Loan Payments and any other amounts due hereunder and (ii) Borrower, such purchaser at foreclosure or the loan payments due under the Taxable Loan Agreement and any other Person shall pay the Default Yield Maintenance Premiumamounts due thereunder, in addition to the outstanding principal balanceeach case, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionLender.

Prepayments. (ai) Except as otherwise provided herein, Borrower shall not have After the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Availability Date, if the Borrower may, provided no receives Net Cash Proceeds from any Disposition or any Casualty Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be other than Dispositions permitted by Lender Section 6.04(c) (other than Casualty Events)) or receives any Tax Credit Transfer Proceeds, the Borrower shall, within 3 Business Days from the date of receipt of such Net Cash Proceeds (ii) If the Borrower incurs Borrowed Debt (excluding (A) intercompany debt of such entities, (B) [reserved], (C) [reserved], (D) purchase money Indebtedness incurred in its sole discretionthe ordinary course of business and any replacements or refinancings thereof, and (E) Indebtedness with respect to capital leases incurred in the ordinary course of business and any replacements and refinancings thereof), the Borrower shall, substantially concurrently with the incurrence of such Borrowed Debt (the “Borrowed Debt Prepayment Date”) (subject to Section 2.04(b)(iv)), prepay (or cause to be prepaid) (a “ Borrowed Debt Prepayment”) the Debt in whole on any date without payment aggregate outstanding principal amount of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include Advances plus the accrued but unpaid interest which would have accrued thereon to the next Monthly Payment Date Borrowed Debt Proceeds Prepayment Date; (such amountsiii) After the Availability Date, if the Borrower receives Net Cash Proceeds from the issuance of any Equity Interests by any Borrower (other than issuances pursuant to employee stock plans or other benefit or employee incentive arrangements existing from time to time), the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s optionwithin 3 Business Days from the date of receipt of such Net Cash Proceeds (the “Equity Issuance Proceeds Prepayment Date”) (subject to Section 2.04(b)(iv)), offer to prepay (or cause to be prepaid) (a “ Equity Issuance Prepayment”) the Debt in aggregate outstanding principal amount of Advances plus the accrued but unpaid interest thereon to the Equity Issuance Proceeds Prepayment Date that may be paid with an amount equal to one hundred percent (100%) % of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsCash Proceeds. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or after the Monthly Payment Date occurring two (2) months prior to the Maturity No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, Borrower mayany such prepayment, provided no Event repricing or refinancing that occurs prior to the first anniversary of Default has occurred and is continuing, at its option and upon thirty the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (30iv) days prior notice to Lender In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such shorter period of time as may be permitted by Lender in its sole discretion), prepay that the Debt in whole Weighted Average Yield on any date without payment of any prepayment premium or penalty (including, without limitationsuch Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon such prepayment, repricing or refinancing that occurs prior to the next Monthly Payment Date (such amountsOctober 4, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) 2012 shall be held accompanied by Lender as collateral security for a prepayment fee equal to 1.00% of the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such amounts Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the benefit of Borrower; Fourth Amendment Effective Date, any such amounts prepaid prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be applied accompanied by a prepayment fee equal to 1.00% of the Loan aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the next Monthly Payment Fourth Amendment Effective Date, with any interest on such funds paid prepayment, repricing or refinancing that occurs prior to Borrower on August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such date provided no Event of Default then existsprepayment or the aggregate principal amount subject to such repricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available shall be reset to Borrower for Restorationzero. Notwithstanding the foregoing, Borrower shallany Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made of the Loans required pursuant to this Section 2.7(b2.05(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsreduced accordingly. (c) If, Not fewer than 30 days prior to the Prepayment Release Date, concurrently with any payment or after an Event prepayment of Default, payment of all or any part of the principal amount of the Loan is tendered by BorrowerProceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a purchaser at foreclosure or any other Personprice equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such tender payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall be deemed an attempt notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to circumvent the prohibition against prepayment set forth herein clause (e) below) and (ii) Borrowerthe Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such purchaser occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at foreclosure or other Person the expiration of such 30 Business Day period, the Administrative Agent shall pay notify the Default Yield Maintenance PremiumBorrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, in addition on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of the Loan Documents. Notwithstanding anything Loans prepaid to the contrary contained herein or in such Lender. (e) With respect to any other Loan Document, any proposed mandatory prepayment of the Debt Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be applied paid to the Debt Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such order and priority Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be determined acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender in its sole discretion(other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have provide the right to prepay Agent and each Lender with prior written notice in conformity with the Loan Required Notice Period in the form of Exhibit IX hereto (a “Prepayment Notice”) of any proposed prepayment in whole or in partpart of any Advances Outstanding. On or after The Borrower shall only deliver a Prepayment Notice if Collections are available in an amount sufficient to make the Monthly Payment Date occurring two proposed prepayment of Advances Outstanding plus any related accrued and unpaid Interest and Broken Funding Costs. Such Prepayment Notice shall designate (2i) months prior the date (the “Proposed Prepayment Date”) upon which any such prepayment shall occur (which date shall give effect to the Maturity applicable Required Notice Period and need not be a Settlement Date), (ii) the amount of the Advances Outstanding to be prepaid, and (iii) to which Loan or Loans such prepayment shall apply (in the absence of direction from the Borrower as to which Loans shall be prepaid such prepayment shall be applied as the Agent shall determine in its reasonable discretion) (the “Aggregate Prepayment”). Only one (1) Prepayment Notice shall be outstanding at any time. The Borrower shall pay any Broken Funding Costs and accrued and unpaid Interest on the portion of the Aggregate Loan Amount which has been prepaid on the Proposed Prepayment Date, Borrower mayprovided, provided no Event however, that unpaid accrued Interest on such prepaid amount shall only be paid on such date if so requested by the Agent, on behalf of Default has occurred and is continuingthe Lenders, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (otherwise such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan payable on the next Monthly Payment occurring Settlement Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date If on which any day the Aggregate Credit Exposure exceeds the amount obtained by subtracting the Required Reserve from the Net Pool Balance (such an event, a “Borrowing Base Deficiency”), the Borrower, upon notice from any Lender actually receives or Agent of such Borrowing Base Deficiency or upon the knowledge of an Authorized Officer of the Borrower thereof, shall make a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt prepayment in an amount equal to one hundred percent (100%) such Borrowing Base Deficiency to be applied first, to the ratable reduction of such Net Proceeds together with any applicable Interest Shortfallthe Aggregate Loan Amount and second, to Cash-Collateralize the LC Obligations. The Borrower shall also make the Condemnation Payment as payment of any Broken Funding Costs and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, accrued and shall be applied by Lender unpaid Interest on the next Monthly Payment Dateportion of the Aggregate Loan Amount which has been prepaid, with any interest provided, however, that unpaid accrued Interest on such funds prepaid amount shall only be paid to Borrower on such date provided no Event of Default then exists. (c) Ifif so requested by the Agent, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part on behalf of the principal of the Loan is tendered by BorrowerLenders, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion, otherwise such Interest shall be payable on the next occurring Settlement Date.

Prepayments. (a) Except as otherwise provided hereinEach Borrower may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on the date of prepayment and (ii) upon at least two Business Days' notice to the Agent for Eurodollar Rate Advances, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall not have the right to shall, prepay the Loan outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part. On or after the Monthly Payment Date occurring two (2) months prior , together with accrued interest to the Maturity Date, Borrower may, provided no Event date of Default has occurred such prepayment on the principal amount prepaid and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”if any, required to be paid pursuant Section 8.4(c) and as a result of such amounts (i.e., principal and interest prepaid by Borrowerprepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at aggregate principal amount of $5,000,000 or an Eligible Institution, with interest accruing on such amounts to the benefit integral multiple of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists$1,000,000 in excess thereof. (b) On each date on which Lender actually receives TWC shall ratably repay the Revolving Credit Advances in a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an principal amount equal to one hundred percent (100%) % of all Excess Proceeds on each Excess Proceeds Payment Date in respect of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsExcess Proceeds. (c) IfAdditionally, prior if at any date the sum of the aggregate amount of all Revolving Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower exceeds such Bank's Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably repay the Revolving Credit Advances owed by such Borrower in a principal amount necessary so that (after giving effect to such repayment) the sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower does not exceed such Bank's Revolving Credit Commitment for such Borrower at such date. (d) At the time of each payment pursuant to Section 2.5(b) or 2.5(c) by a Borrower, such Borrower shall also pay accrued interest to the Prepayment Release Datedate of such payment on the principal amount paid and amounts, concurrently with or after an Event if any, required to be paid pursuant to Section 8.4(c) as a result of Defaultsuch payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, payment such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in the ▇▇ ▇▇▇▇ Collateral Account in respect of such Borrower. (e) All amounts received by the Collateral Agent pursuant to any Security Document shall be applied first, to reimburse the Collateral Agent for all or any part of costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the Loan is tendered by BorrowerRevolving Credit Advances and unpaid drawings under Letters of Credit, a purchaser at foreclosure third to ratably pay all other Obligations, and fourth to be deposited in one or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition more ▇▇ ▇▇▇▇ Collateral Accounts to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in extent any other Loan Document, any prepayment Letters of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionCredit are outstanding.

Prepayments. (a) Except as otherwise provided hereinLuxco covenants and agrees that at no time will the Aggregate Purchase Price exceed the Facility Amount “such excess being an “Overage”). If at any time an Overage exists, Borrower such event shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no constitute an Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), only if Luxco shall immediately prepay the Debt in whole on any date without payment Aggregate Purchase Price so that, upon the receipt and application of any prepayment premium or penalty (includingsuch prepayment, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsoverage is eliminated. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shallLuxco may, at Lender’s optionany time on 3 Business Days’ prior written notice to TCO, prepay all or any portion of the Debt Murabaha Price for a Transaction prior to the then-scheduled Transaction Payment Date therefor (and without reduction in an amount equal to one hundred percent (100%) such Murabaha Price as a result of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment prepayment) in such minimum amounts as and TCO may from time to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existstime determine. (c) IfNot later than the third Business Day following the receipt by Tensar Holdings, Luxco or any of the Subsidiaries of Net Cash Proceeds arising from completion of any Asset Sale or the occurrence of any Recovery Event, and to the extent that less than 100% of the Net Cash Proceeds from such Asset Sale or Recovery Event have been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the Asset Sales Option under the Put Option Letter, Luxco shall remit any such excess Net Cash Proceeds to TCO to repay the Aggregate Murabaha Price at such time. (d) In the event and on each occasion that an Equity Issuance occurs, and to the extent that less than 100% of the Net Cash Proceeds from such Equity Issuance have been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the Equity Issuance Option under the Put Option Letter, Luxco shall remit such excess Net Cash Proceeds to TCO to repay the Aggregate Murabaha Price at such time. (e) In the event that any Tensar Party receives Net Cash Proceeds from the issuance or other incurrence of Financing Obligations of any Tensar Party (other than Financing Obligations permitted to be incurred under Section 1.01 of Schedule 4 hereto), and to the extent that less than 100% of the Net Cash Proceeds from the issuance or incurrence of such Financing Obligations have been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the Financing Obligation Option under the Put Option Letter, Luxco shall remit such excess Net Cash Proceeds to TCO to repay the Aggregate Murabaha Price at such time. (f) Not later than the earlier of (1) 90 days after the end of each fiscal year of Tensar Holdings, commencing with the fiscal year ending on December 31, 2006, and (2) the date which is five Business Days after the date on which the financial statements with respect to such period are delivered pursuant to Schedule 3 hereto, and to the extent that an amount less than (A) the ECF Percentage times (B) the Excess Cash Flow for the fiscal year then ended has been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the ECF Option under the Put Option Letter, Tensar Holdings shall remit such excess amount to TCO to repay the Aggregate Murabaha Price at such time. (g) Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for TCO to enter into Transactions then TCO shall promptly notify Luxco thereof and, effective upon such notice, TCO’s obligation to enter into Transactions hereunder shall be suspended and the Murabaha Price shall become immediately due and payable. Upon the termination of such situation, if at all, prior to the Prepayment Release Termination Date, concurrently with or after an Event the obligation of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender TCO to enter into Transactions hereunder shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionreinstated.

Prepayments. No Loan Party shall, or shall permit any Subsidiary of a Loan Party to, prepay, redeem, defease, purchase in any manner, make any other distribution (whether in cash, securities or other property), or deposit or set aside funds (including any sinking fund or similar deposit) for the purpose of any of the foregoing, or agree to make, directly or indirectly, make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of, or interest on any earnouts, or other Indebtedness (other than the Obligations), except: (a) Except as otherwise provided herein, Borrower shall not have any regularly scheduled payments of principal or interest required in accordance with the right to prepay terms of the Loan in whole or in part. On or after the Monthly Payment Date occurring two instruments governing any Indebtedness permitted under Section 8.1 (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to Subordinated Indebtedness or Indebtedness allowed under the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit definition of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists.Permitted Indebtedness(u)); (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) any refinancing of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and Indebtedness to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this such refinancing Indebtedness is permitted under Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists.8.1; and (c) Ifany payments of regularly scheduled interest in accordance with the terms of the Seller Subordinated Note, prior Seller Carpet One Subordinated Note or Sponsor Subordinated Note, subject to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part terms of the Subordinated Debt Subordination Agreement applicable thereto; provided, that no payments of principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt made on the Seller Subordinated Note, Seller Carpet One Subordinated Note or Sponsor Subordinated Note shall be made until after the Obligations have been Paid in Full unless the Payments Conditions are satisfied and such payments are otherwise permitted by the Seller Debt Subordination Agreement, and the Seller Debt Carpet One Subordination Agreement; (d) with respect to circumvent any Subordinated Debt (other than the prohibition against prepayment set forth herein and (ii) BorrowerSeller Subordinated Note, Seller Carpet One Subordinated Note or Sponsor Subordinated Note), no payments on such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Subordinated Debt shall be applied to made until after the Obligations have been Paid in Full unless the Payments Conditions are satisfied and such payments are otherwise permitted by the Subordinated Debt Subordination Agreement applicable thereto; and (e) any payments of Indebtedness as set forth in such order and priority subclause (w) of the definition of Permitted Indebtedness so long as may be determined by Lender in its sole discretionthe Interiors One Payment Conditions are satisfied.

Prepayments. (a) Except as otherwise provided hereinAll outstanding Contribution Notes shall be subject to mandatory quarterly prepayments out of available Surplus Cash of the Ampex Group and/or Surplus Cash of the Operating Sherborne Group; provided, Borrower shall not have that the right obligation of the members of the Ampex Group and the Operating Sherborne Group to prepay Notes out of Surplus Cash shall be subject to any applicable legal restrictions and any contractual restrictions or encumbrances on applications for such purpose pursuant to a binding contract in effect on the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months Effective Date, if such contract is listed on Exhibit B and a true and complete copy of such contract has been furnished to Hillside prior to the Maturity Datedate hereof by Ampex or SGI, Borrower may, provided no Event as applicable. Surplus Cash shall be paid to Holders of Default has occurred the Notes by Ampex and is continuing, at its option and upon thirty SGI within sixty (3060) days prior notice to Lender (or such shorter period after the end of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium)related fiscal quarter. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid Prepayments shall be applied first to the Loan on repayment of Contribution Notes held by members of the next Monthly Payment DateHillside Group, with and after payment in full thereof, to the repayment of Contribution Notes held by any interest on such funds paid to Borrower on such date provided no Event of Default then existsother entity. (b) On each date If the Ampex Group has Net Income for a fiscal year and as of the end of such fiscal year there are outstanding Contribution Notes due to Hillside or any other member of the Hillside Group which are due more than one year after the end of such fiscal year, then the Ampex Group shall be obligated to prepay such Notes on which Lender actually receives a distribution the last day of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt following fiscal year in an amount equal to one hundred (i) the lesser of twenty percent (10020%) of the Ampex Group's Net Income for such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make fiscal year or $1 million, reduced, but not below zero, by (ii) the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made amount prepaid on Contribution Notes pursuant to this Section 2.7(bsubsection (a) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security out of Surplus Cash of the Ampex Group for the Loan fiscal quarters falling within the fiscal year in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to which the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsNet Income was earned. (c) IfAmpex and/or SGI shall prepay Notes under subsection (a) or (b), prior to or both, whichever is applicable, by first paying the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part Contribution Notes which have the latest final maturity date. (d) Any member of the principal of Ampex Group and any Guarantor may otherwise prepay the Loan is tendered by Borrower, a purchaser Notes at foreclosure any time without penalty or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionpremium.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or after the Monthly Payment Date occurring two (2) months prior to the Maturity No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, Borrower mayany such prepayment, provided no Event repricing or refinancing that occurs prior to the first anniversary of Default has occurred and is continuing, at its option and upon thirty the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (30iv) days prior notice to Lender In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such shorter period of time as may be permitted by Lender in its sole discretion), prepay that the Debt in whole Weighted Average Yield on any date without payment of any prepayment premium or penalty (including, without limitationsuch Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon such prepayment, repricing or refinancing that occurs prior to the next Monthly Payment Date (such amountsOctober 4, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) 2012 shall be held accompanied by Lender as collateral security for a prepayment fee equal to 1. 00% of the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on aggregate principal amount of such amounts prepayment or the aggregate principal amount subject to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsrepricing or refinancing. (b) On each date on which Lender actually receives a distribution When the aggregate amount of Net ProceedsExcess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt Loans in an the amount equal to one hundred percent (100%) of such Net Excess Proceeds together with without premium (but subject to Section 2.10) (as reduced by any applicable Interest Shortfallportion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such prepayment, the Borrower shall make apply such Excess Proceeds to the Condemnation Payment as and repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required hereunderunder the terms thereof. No prepayment premium or penalty (includingAny other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, without limitation, any Default Yield Maintenance Premium) and the amount of Excess Proceeds shall be due in connection with any prepayment made pursuant reset to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existszero. (c) If, Not fewer than 30 days prior to the Prepayment Release Date, concurrently with any payment or after an Event prepayment of Default, payment of all or any part of the principal amount of the Loan is tendered by BorrowerProceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a purchaser at foreclosure or any other Personprice equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such tender payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall be deemed an attempt notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to circumvent the prohibition against prepayment set forth herein clause (e) below) and (ii) Borrowerthe Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such purchaser occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at foreclosure or other Person the expiration of such 30 Business Day period, the Administrative Agent shall pay notify the Default Yield Maintenance PremiumBorrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, in addition on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of the Loan Documents. Notwithstanding anything Loans prepaid to the contrary contained herein or in such Lender. (e) With respect to any other Loan Document, any proposed mandatory prepayment of the Debt Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be applied paid to the Debt Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such order and priority Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be determined acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender in its sole discretion(other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.

Prepayments. (a) Except as otherwise provided hereinEach Borrower may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on the date of prepayment and (ii) upon at least two Business Days’ notice to the Agent for Eurodollar Rate Advances, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall not have the right to shall, prepay the Loan outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part. On or after the Monthly Payment Date occurring two (2) months prior , together with accrued interest to the Maturity Date, Borrower may, provided no Event date of Default has occurred such prepayment on the principal amount prepaid and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”if any, required to be paid pursuant Section 8.4(c) and as a result of such amounts (i.e., principal and interest prepaid by Borrowerprepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at aggregate principal amount of $5,000,000 or an Eligible Institution, with interest accruing on such amounts to the benefit integral multiple of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists$1,000,000 in excess thereof. (b) On each Additionally, if at any date on which Lender actually receives a distribution the sum of Net Proceedsthe aggregate amount of all Revolving Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower exceeds such Bank’s Revolving Credit Commitment for such Borrower at such date, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, on such date, ratably repay the Revolving Credit Advances owed by such Borrower in a principal amount necessary so that (after giving effect to such repayment) the sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) request of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security does not exceed such Bank’s Revolving Credit Commitment for the Loan in an interest bearing, Eligible Account such Borrower at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsdate. (c) IfAt the time of each payment pursuant to Section 2.5(b) by a Borrower, prior such Borrower shall also pay accrued interest to the Prepayment Release Datedate of such payment on the principal amount paid and amounts, concurrently with or after if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in an Event ▇▇ ▇▇▇▇ Collateral Account in respect of Defaultsuch Borrower. (d) All amounts received by the Collateral Agent pursuant to any Security Document shall be applied first, payment of to reimburse the Collateral Agent for all or any part of costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the Loan is tendered by BorrowerRevolving Credit Advances and unpaid drawings under Letters of Credit, a purchaser at foreclosure third to ratably pay all other Obligations, and fourth to be deposited in one or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition more ▇▇ ▇▇▇▇ Collateral Accounts to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in extent any other Loan Document, any prepayment Letters of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionCredit are outstanding.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to The Issuer may optionally prepay the Loan Notes of any Series in whole or in part. On part on any Business Day provided that such prepayment is accompanied by all accrued and unpaid interest on the principal amount of the Notes being prepaid through the date of such prepayment and the applicable Prepayment Consideration if such prepayment occurs prior to the Prepayment Period for such Series; provided that no Prepayment Consideration shall be payable in connection with (x) prepayments made to cure a breach of a representation or warranty or other default with respect to a particular Tower Site, (y) prepayments with Loss Proceeds in accordance with Section 7.06 or (z) prepayments made during an Amortization Period or after the Monthly Payment Date occurring two (2) months prior to occurrence and during the Maturity Date, Borrower may, provided no continuance of an Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsDefault. (b) On In connection with each date on which Lender actually receives disposition of a distribution of Net ProceedsTower Site in accordance with Section 7.30 (other than Section 7.30(d)), and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, the Issuer shall prepay the Debt Notes in an amount equal to one hundred percent the Release Price for such disposed Tower Site (100%) and pay the current obligations of such Net Proceeds together the Indenture Trustee and the Servicer, along with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as Indenture Trustee Fees, Servicing Fees and Other Servicing Fees, in each case to the extent sufficient funds have not been deposited in the Collection Account for distribution on the applicable Payment Date) together with the applicable Prepayment Consideration if such prepayment of any Class of Notes of a Series occurs prior to the Prepayment Period for such Series. Any funds remaining in the Liquidated Tower Replacement Account that are required hereunder. No prepayment premium or penalty pursuant to Section 7.30(c) to be applied to prepay the Notes shall be applied, first, to pay the Servicer and the Indenture Trustee all amounts then due to each of them hereunder and under the other Transaction Documents (including, without limitationbut not limited to, any Default Yield Maintenance Premium) shall be unreimbursed Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses and indemnification due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of BorrowerServicer and the Indenture Trustee hereunder and under the other Transaction Documents), and shall be applied by Lender on second, to prepay the next Monthly Payment DateNotes with the applicable Prepayment Consideration, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsif any. (c) If, prior to Partial optional or mandatory prepayments made in conformity with the Prepayment Release Date, concurrently with or after an Event provisions of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall this Section 2.09 will be applied to the Debt Classes of all Notes of all Series in such direct order and priority as of alphabetical designation; provided that optional prepayments (other than those funded by application of amounts on deposit in the Cash Trap Reserve Sub-Account) may be determined directed by Lender the Issuer to be applied to the Notes of a particular Series in its sole discretiondirect order of alphabetical designation.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right may elect to prepay any Adjusted Net LIBOR Rate Loans only on the Loan last day of the applicable Interest Period, provided, that in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to event of the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment prepayment of any such Loans, including any automatic prepayment premium or penalty (through the required application by Foothill of proceeds of Accounts and other Collateral received by Foothill, on a date other that the last day of an Interest Period for any reason, including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon acceleration pursuant to Section 4(b) hereof or pursuant to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for RestorationAgreement, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due indemnify Foothill for Funding Losses which may arise in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documentspayment. Notwithstanding anything to the contrary contained herein or in any other Loan Documentherein, any prepayment if the outstanding Loans are reduced below the balance of the Debt shall be applied outstanding Adjusted Net LIBOR Rate Loans by virtue of automatic prepayment from proceeds of Accounts and other collateral, then Foothill will automatically make an advance to Borrower so that the outstanding Loans will equal the outstanding Adjusted Net LIBOR Rate Loans so long as Borrower has sufficient borrowing availability under the formulas set forth in the Agreement and subject to the Debt reserves and applicable sublimits thereunder. (b) In the event that the aggregate amount with respect to which the Borrower has exercised the LIBOR Option exceeds eighty percent (80%) of the amount of Loans actually outstanding at any time, then, in addition to all other rights and remedies of Foothill, Foothill may, at its option, require that such order and priority as may be determined by Lender in its sole discretion.Adjusted Net LIBOR Rate Loans cease to accrue interest at the Adjusted Net LIBOR Rate. In such event, the Adjusted Net

Prepayments. Voluntary: Prepayments under the Junior DIP Facility may be made at any time without premium or penalty (aother than breakage costs to the extent applicable) Except except as otherwise provided hereinset forth below. Voluntary prepayments of the exit term loans, Borrower shall not have the right to prepay the Loan in whole or in part, with the proceeds of a refinancing (including a repricing transaction under the Definitive Financing Documentation) shall be at par plus accrued interest plus a premium. On or The premium shall initially be 2% of the aggregate principal amount prepaid, from and after the Monthly Payment first anniversary of the Effective Date occurring two (2) months to the second anniversary thereof, shall be 1% and, from and after the second anniversary of the Effective Date, shall be 0%. Voluntary prepayments will be applied first to the payment in full of the New Money Loans prior to being applied to prepay the Maturity Rolled-Up Loans. Mandatory: Mandatory prepayments will be limited to the following: (i) 100% of the net cash proceeds from debt issuances other than permitted debt, (ii) 100% of the net cash proceeds of insurance/condemnation and other extraordinary events, subject to reinvestment rights to be agreed and other customary exceptions and (iii) 80% of the net cash proceeds of asset sales up to $20 million, and 100% of the net cash proceeds of asset sales above $20 million (other than (i) the Specified Sale and (ii) assets over which the lenders under the ABL facility have a first priority lien to the extent such net cash proceeds are required to be applied thereunder), that are allocated and paid to the Debtors’ estates (provided that (A) the 6 It is understood that on and after the Effective Date, the default interest rate will apply after the occurrence and during the continuance of any event of default. Debtors shall use commercially reasonable efforts to ensure that net cash proceeds of asset sales are allocated and paid to the Borrower mayor its U.S. guarantor subsidiaries as promptly as practicable and to the maximum extent possible and such net cash proceeds will be applied to the prepayment of the Junior DIP Facility at such time that they are allocated and paid to the Borrower or its U.S. guarantor subsidiaries and (B) to the extent that (I) an asset sale involves the sale of collateral securing the Junior DIP Facility or the sale of stock or assets held directly or indirectly by an entity the shares of which have been pledged to the lenders as collateral (other than shares of or assets held by a foreign subsidiary that is not a guarantor) and (II) the percentage of net cash proceeds of such asset or stock sale that is allocated and paid to the Borrower and its guarantor subsidiaries is less than a threshold to be agreed and the total amount of net cash proceeds of the sale exceeds an amount to be agreed, provided the method of allocation of the net cash proceeds of such an asset or stock sale shall be reasonably acceptable to the Required Lead Lenders), subject to limited customary exceptions, to the prepayment of the Junior DIP Facility. With respect the net cash proceeds of the Specified Sale, (i) 100% of the first $200 million in net cash proceeds allocated and paid to the Debtors’ estates shall be applied to the prepayment of the New Money Loans, and (ii) to the extent aggregate net cash proceeds from the Specified Sale exceed the Minimum Proceeds Amount, 75% of net cash proceeds in excess of the Minimum Proceeds Amount that are allocated and available to the Debtors’ estates shall be used to prepay obligations outstanding under the Junior DIP Facility. In addition to the foregoing, from and after the Effective Date, Excess Cash Flow (to be defined in a manner to be agreed) shall be used to prepay obligations outstanding under the exit facility as follows: (i) the Excess Cash Flow prepayment shall be triggered only if there is an $800 million consolidated worldwide cash balance at the end of the fiscal year for which Excess Cash Flow is being calculated (the “Cash Trigger”), (ii) subject to clause (v) below, 50% of the Excess Cash Flow above the Cash Trigger shall be used to prepay obligations outstanding under the exit facility, (iii) Excess Cash Flow will be tested on an annual basis no Event later than June 30 of Default has occurred each year, with prepayments beginning in 2015 (for any Excess Cash Flow for 2014), (iv) subject to clause (v), Excess Cash Flow prepayments shall be made within 45 days following the delivery of test results to the lenders in accordance with clause (iii) of this paragraph and is continuing, at its option (v) Excess Cash Flow prepayments shall not be required (A) to the extent it would cause liquidity to fall below the Cash Trigger or the required Minimum U.S. liquidity covenant level or (B) for so long as and upon thirty (30) days prior notice to Lender (or in such shorter period of time amount as may be permitted prohibited by Lender law or regulation (including laws and regulations limiting the repatriation of funds by foreign subsidiaries). Mandatory prepayments will be applied first to the payment in its sole discretion), full of the New Money Loans prior to being applied to prepay the Debt in whole on any date without payment Rolled-Up Loans. Any asset sale proceeds not required to be applied to prepayment of any prepayment premium or penalty (the Junior DIP Facility shall be available to the Borrower and its subsidiaries to use for their general corporate purposes, including, without limitation, making any Default Yield Maintenance Premium)distributions pursuant to the Plan. Any prepayment received Representations and Warranties: Substantially consistent with those types of representations and warranties in the Existing DIP Facility, with certain exceptions to be agreed to account for the differences in the nature of the facilities and to give full effect to the terms specifically agreed to in this term sheet. The Definitive Financing Documentation shall require the Borrower to make the following representation as of the Closing Date (as defined below): “The Borrower believes in good faith, based upon information known to it as of the date hereof and assumptions believed by Lender it to be reasonable as of the date hereof, that a Specified Sale shall have occurred on or prior to the Maturity Date for an aggregate gross cash purchase price at consummation of not less than the Minimum Proceeds Amount.” Covenants: The Junior DIP Facility shall also include a covenant providing for the immediate joint retention by the Debtors, the Creditors’ Committee and the ad hoc committee of holders of the Pre-Petition Second Lien Notes of an executive search firm to assist in identifying candidates for the post-emergence board of directors of reorganized Kodak. Substantially consistent with those types of affirmative and negative covenants in the Existing DIP Facility (with appropriate thresholds and baskets substantially consistent with the thresholds and baskets in the draft credit agreement posted on the KCC website on February 7, 2013) with certain exceptions to be agreed to account for the differences in the nature of the facilities7 and to give full effect to the terms specifically agreed to in this Term Sheet. Covenants shall include providing an updated 13 week forecast on a date other than a Monthly Payment Date weekly basis and reporting against the most recent forecast provided, compliance with Milestones set forth on Annex II, and additional segment reporting to be reasonably acceptable to the Required Lead Lenders and the Company. The Junior DIP Facility shall include interest which would have accrued thereon a covenant providing that intercompany loans or investments by the Borrower or its guarantor subsidiaries (“Loan Parties”) to subsidiaries that are not Loan Parties (“Non-Loan Parties”) shall not exceed $100,000,000, with such intercompany loan or investment to be structured as an intercompany note and pledged to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security Collateral Agent for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existslenders. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise The Borrower may, upon at least one Business Day’s notice delivered by 1:00 p.m. (Dallas, Texas time) to the Exit Loan Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall, prepay the outstanding aggregate principal amount of the Advances comprising the Exit Loan, together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount of $250,000 or an integral multiple of $50,000 in excess thereof; provided further, however, that the Exit Loan may not be prepaid in part under any circumstances before one hundred eighty (180) days after the Effective Date (the “Prepayment Date”) without payment by the Borrower of the Prepayment Fee. If the Exit Loan is prepaid prior to the Prepayment Date, then the Borrower shall pay to the Exit Loan Agent for account of the Lenders a prepayment fee equal to the interest which would have been earned on the Exit Loan from the date of such prepayment of the Exit Loan to the Prepayment Date had the Exit Loan not been prepaid (the “Prepayment Fee”). The Prepayment Fee shall be incurred in the event of any prepayment of the Exit Loan prior to the Prepayment Date for any reason, including, without limitation, the acceleration of the maturity of the Exit Loan after a default. The Prepayment Fee, if incurred under the terms set forth herein, may be paid to the Exit Loan Agent for account of the Lenders at any time on or before the Maturity Date. After the Prepayment Date, Borrower shall not have the right to may prepay the Loan Exit Loan, in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitationpenalty, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid immediately cease upon any principal so prepaid. All partial prepayments shall be applied first to accrued interest and the balance to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsremaining principal. (b) On each date on which Lender actually receives Upon the occurrence of a distribution Prepayment Event, the Borrower shall pay the Net Cash Proceeds of Net Proceedssuch event towards the outstanding balance of any advances made under the terms of the Revolving Line of Credit, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay with the Debt in an amount equal to one hundred percent (100%) remaining balance of such Net Cash Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to be paid to the extent required hereunderExit Loan Agent as a prepayment of the outstanding principal of the Exit Loan. No prepayment premium or penalty All prepayments under this clause (including, without limitation, any Default Yield Maintenance Premiumb) shall be due in connection made together with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any date of such prepayment of on the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionprincipal amount prepaid.

Prepayments. Prior to the respective Stated Maturity Date thereof, prepayments of the Loans shall or may be made as set forth below. (a) Except as otherwise provided hereinAt any time on or prior to the third anniversary of the Effective Date, the Borrower may make no voluntary prepayments of principal or interest under this Agreement, without paying the Lenders all amounts due pursuant to this clause (a) in connection with any voluntary prepayment. With respect to any such prepayment prior to such third anniversary, the Borrower shall not in addition, and at such time, pay to each respective Lender of such Loan(s) to be prepaid that amount which is the total amount of interest which would have accrued under Section 3.2.1 upon all such principal amounts being prepaid for that period extending from such prepayment date until such third (3rd) anniversary (assuming such principal being prepaid would be repaid in accordance with the right schedule of Target Principal Amortization) discounted at the then prevailing Treasury Note Reference Rate. All prepayments under this clause (a) shall be accompanied by accrued and unpaid interest on the principal amount to prepay be prepaid to but excluding the Loan date of payment. (b) At any time following the third anniversary of the Effective Date, the Borrower may, upon at least five (5) Business Days’ prior written notice (which notice shall specify the date and amount of prepayment) to the Agent and Lenders make optional prepayments of Loan(s), in whole or in part, without premium or penalty, but with accrued and unpaid interest to the date of such prepayment on the amount of principal prepaid; provided that each partial prepayment shall be in a principal amount not less than $1,000,000 and in an integral multiple of $1,000,000. On Each such notice shall be irrevocable and shall commit the Borrower to prepay Loan(s) by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities and funding thereunder, in which case such notice may be revoked by the Borrower (by notice to the Agent on or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and specified effective date) if such condition is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existssatisfied. (c) IfNotwithstanding clauses (a) and (b) of this Section 3.1.1, prior those payments made pursuant to the Prepayment Release Date, concurrently with or after an Event application of Default, payment of all the Waterfall in Section 3.1.2 shall neither be subject to any prepayment penalty nor the limitation on prepayments in clause (b) above. (d) The Borrower shall be obligated to make such prepayment on the date it or any part Subsidiary receives cash proceeds as a result of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure any sale or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.Disposition under

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months at any time prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, Termination Date cause or permit the total Revolving Credit Exposures to exceed the Commitments. If at its option and upon thirty (30) days any time prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Termination Date (the total Revolving Credit Exposures exceed the Commitments at such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restorationtime, Borrower shall, at Lender’s optionwithout demand or notice, prepay promptly pay to the Debt Agent such amount as may be necessary to eliminate such excess, which prepayment shall be applied as set forth in an amount equal to one hundred percent Section 2.07(b). (100%i) In the event and on each occasion after the Effective Date that a Prepayment Event described in clause (ii) of the definition of the term Prepayment Event occurs, the Borrower shall, promptly upon (and in any event not later than the third Business Day next following) the occurrence of such Prepayment Event subject to the provisions of subsection (b)(iii) below, pay to the Agent 100% of the amount of Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and of such Prepayment Event to the extent required hereunderAgent. No prepayment premium or penalty All such prepayments under this subsection (including, without limitation, any Default Yield Maintenance Premiumb)(i) shall be due applied as set forth in Section 2.07(b). (ii) In the event and on each occasion after the Effective Date that a Prepayment Event that is an event described in clause (i) of the definition of the term "Prepayment Event" and is not excluded from the definition of such term pursuant to the proviso in such definition (an "Asset Sale Prepayment Event") occurs, the Borrower shall, promptly upon (and in any event not later than the third Business Day next following) receipt by or on behalf of the Borrower or any Subsidiary thereof of the Net Proceeds from such Prepayment Event, pay 100% of the aggregate amount of Net Proceeds of all such Asset Sale Prepayment Events to the Agent, which amount, in the case of any Asset Sale Prepayment Event with respect to the American Queen, the Columbia Queen, the Cape Cod Light or the Cape May Light shall be reduced by any amounts required to be paid in connection with any prepayment made pursuant to the MARAD Financing. All such prepayments under this Section 2.7(bsubsection (b)(ii) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied as set forth in Section 2.07(b). (iii) In the event that the calculation of the Net Proceeds relating to any Prepayment Event included an estimate for income taxes that was at least $100,000 greater than the income taxes actually payable in respect thereof, the Borrower shall, promptly after determining the amount of income taxes actually payable, pay the amount by Lender on which such estimate exceeded the next Monthly Payment Dateamount of taxes actually payable to the Agent, with any interest on such funds paid to Borrower on such date provided no Event of Default then existswhich prepayment shall be applied as set forth in Section 2.07(b). (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, Any payment of all or any part of the principal of the Loan is tendered required by Borrower, a purchaser at foreclosure or any other Person, (i) such tender this Section 2.06 shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrowerpayable without penalty or premium, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority except as may be determined required by Lender in its sole discretionSection 2.09(d) with respect to any Eurodollar Rate Loan prepaid as a result thereof.

Prepayments. (a) Except as otherwise provided herein, Borrower Each Equipment Note shall not have the right to prepay the Loan be prepaid in whole or in part. On or after part by the Monthly Owner Trustee on a Rent Payment Date occurring two (2or, in the circumstance provided in the last sentence of Section 10.3 of the Lease, on the Termination Date) months upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in the event that the Lease as applicable to any Unit or Units related to such Equipment Note is terminated pursuant to Section 10 thereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the unpaid principal amount of such Equipment Note as at the date of such prepayment (after deducting therefrom the principal installment, if any, made on or prior to the Maturity Datedate of such prepayment) by a fraction, Borrower maythe numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate under the related Indenture Supplement immediately prior to the date of such prepayment, provided no Event (ii) as to interest, the aggregate amount of Default has occurred interest accrued and is continuing, at its option and upon thirty unpaid in respect of the principal amount to be prepaid pursuant to clause (30i) days prior notice above on the date of such payment (after giving effect to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment application of any prepayment premium Basic Rent paid on or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon prior to the next Monthly Payment Date (date of such amounts, the “Interest Shortfall”prepayment) and such amounts (i.e.iii) the Make-Whole Amount, if any, applicable in respect of the principal and interest amount to be prepaid by Borrowerpursuant to clause (i) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan above on the next Monthly Payment Date, with any interest on date of such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On each Each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on a Rent Payment Date upon at least 15 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in connection with the occurrence of an Event of Loss with respect to any Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 11.2(i) of the Lease, or in the event Lessee shall be required to settle for 10 or more Units on the date of payment therefor determined pursuant to Section 11.2 of the Lease, such prepayment shall be made on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shalldate, at Lender’s optiona price equal to the sum of (i) as to principal thereof, prepay the Debt in an amount equal to one hundred percent (100%) the product obtained by multiplying the aggregate unpaid principal amount of such Net Proceeds together with any applicable Interest Shortfall. Borrower Equipment Note as at such prepayment date (after deducting therefrom the principal installment, if any, made on such date) by a fraction, the numerator of which shall make be the Condemnation Payment Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate under the related Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment after giving effect to the extent required hereunder. No prepayment premium application of any Basic Rent paid on or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing prior to the benefit date of Borrowersuch prepayment, and shall be applied by Lender on but without the next Monthly Payment Date, with payment of any interest on such funds paid to Borrower on such date provided no Event of Default then existsMake-Whole Amount. (c) IfUnless Lessee shall have elected to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in (d) Unless Lessee shall have elected to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on the Early Purchase Date in the event that Lessee exercises the purchase option under Section 22.1 of the Lease with respect to the Equipment, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as at the Early Purchase Date (after deducting therefrom the principal installment, if any, made on the prepayment date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units to be purchased and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate immediately prior to the Prepayment Release Date, concurrently with or after an Event date of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borroweras to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such purchaser prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment, but without the payment of any Make-Whole Amount. (e) On the Refunding Date specified by the Lessee to the Owner Trustee and to the Indenture Trustee in accordance with Section 10.2(f) of the Participation Agreement, all Equipment Notes shall be prepaid in whole but not in part on such Refunding Date, in the event of a refunding or refinancing pursuant to Section 10.2 of the Participation Agreement, at foreclosure or other Person shall pay the Default Yield Maintenance Premium, a price in addition to any other amounts due to the outstanding holders of the Equipment Notes under this Indenture equal to the unpaid principal balance, all amount thereof together with accrued and but unpaid interest and other amounts payable under thereon, plus the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan DocumentMake-Whole Amount, if any. (f) The Indenture Trustee shall give prompt notice of any prepayment of any of the Debt Equipment Notes to all holders of such series of the Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment is to occur, which notice shall specify the Equipment Note or Notes to be prepaid, the principal amount of such Equipment Note or Notes to be prepaid and the date of prepayment, which date shall be applied to not less than 25 days after the Debt in date of such order and priority as may be determined by Lender in its sole discretionnotice.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have provide the right to prepay Administrative Agent and each Facility Agent with prior written notice in conformity with the Loan Required Notice Period in the form of Exhibit IX hereto (a “Prepayment Notice”) of any proposed prepayment in whole or in partpart of any Advances Outstanding. On or after The Borrower shall only deliver a Prepayment Notice if Collections are available in an amount sufficient to make the Monthly Payment Date occurring two proposed prepayment of Advances Outstanding plus any related accrued and unpaid Interest and Broken Funding Costs. Such Prepayment Notice shall designate (2i) months prior the date (the “Proposed Prepayment Date”) upon which any such prepayment shall occur (which date shall give effect to the Maturity applicable Required Notice Period and need not be a Settlement Date), (ii) the amount of the Advances Outstanding to be prepaid, and (iii) to which Loan or Loans such prepayment shall apply (in the absence of direction from the Borrower as to which Loans shall be prepaid such prepayment shall be applied as the Administrative Agent shall determine in its reasonable discretion) (the “Aggregate Prepayment”). Only one (1) Prepayment Notice shall be outstanding at any time. The Borrower shall pay any Broken Funding Costs and accrued and unpaid Interest on the portion of the Aggregate Loan Amount which has been prepaid on the Proposed Prepayment Date, Borrower mayprovided, provided no Event however, that unpaid accrued Interest on such prepaid amount shall only be paid on such date if so requested by the Administrative Agent, on behalf of Default has occurred and is continuingthe Lenders, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (otherwise such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan payable on the next Monthly Payment occurring Settlement Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date If on which Lender actually receives any day the Aggregate Credit Exposure exceeds the amount obtained by subtracting the Required Reserve from the Net Pool Balance (such an event, a distribution “Borrowing Base Deficiency”), the Borrower, upon notice from any Lender, any Facility Agent or the Administrative Agent of Net Proceedssuch Borrowing Base Deficiency or upon the knowledge of an Authorized Officer of the Borrower thereof, and if Lender does not shall make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt a prepayment in an amount equal to one hundred percent (100%) such Borrowing Base Deficiency to be applied first, to the ratable reduction of such Net Proceeds together with any applicable Interest Shortfallthe Aggregate Loan Amount and second, to Cash-Collateralize the LC Obligations. The Borrower shall also make the Condemnation Payment as payment of any Broken Funding Costs and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, accrued and shall be applied by Lender unpaid Interest on the next Monthly Payment Dateportion of the Aggregate Loan Amount which has been prepaid, with any interest provided, however, that unpaid accrued Interest on such funds prepaid amount shall only be paid to Borrower on such date provided no Event of Default then exists. (c) Ifif so requested by the Administrative Agent, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part on behalf of the principal of the Loan is tendered by BorrowerLenders, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion, otherwise such Interest shall be payable on the next occurring Settlement Date.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or after the Monthly Payment Date occurring two (2) months prior to the Maturity No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, Borrower mayany such prepayment, provided no Event repricing or refinancing that occurs prior to the first anniversary of Default has occurred and is continuing, at its option and upon thirty the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (30iv) days prior notice to Lender In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such shorter period of time as may be permitted by Lender in its sole discretion), prepay that the Debt in whole Weighted Average Yield on any date without payment of any prepayment premium or penalty (including, without limitationsuch Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon such prepayment, repricing or refinancing that occurs prior to the next Monthly Payment Date (such amountsOctober 4, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) 2012 shall be held accompanied by Lender as collateral security for a prepayment fee equal to 1.00% of the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such amounts Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the benefit of Borrower; Fourth Amendment Effective Date, any such amounts prepaid prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be applied accompanied by a prepayment fee equal to 1.00% of the Loan aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the next Monthly Payment Fourth Amendment Effective Date, with any interest such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such funds paid Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to Borrower such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such date provided no Event prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of Default then existsthe aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available shall be reset to Borrower for Restorationzero. Notwithstanding the foregoing, Borrower shallany Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made of the Loans required pursuant to this Section 2.7(b2.05(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsreduced accordingly. (c) If, Not fewer than 30 days prior to the Prepayment Release Date, concurrently with any payment or after an Event prepayment of Default, payment of all or any part of the principal amount of the Loan is tendered by BorrowerProceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a purchaser at foreclosure or any other Personprice equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such tender payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall be deemed an attempt notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to circumvent the prohibition against prepayment set forth herein clause (e) below) and (ii) Borrowerthe Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such purchaser occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at foreclosure or other Person the expiration of such 30 Business Day period, the Administrative Agent shall pay notify the Default Yield Maintenance PremiumBorrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, in addition on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of the Loan Documents. Notwithstanding anything Loans prepaid to the contrary contained herein or in such Lender. (e) With respect to any other Loan Document, any proposed mandatory prepayment of the Debt Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the Debt subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) as directed by the Borrower) and (y) pursuant to paragraph (b), (c) or (d) of this Section shall be applied ratably between the Classes of Loans (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) on a pro rata basis (in accordance with the principal amounts of such order scheduled repayments)) (it being understood that, with respect to any Subsidiary Loan Party that has not guaranteed or granted Liens on, security interests in or pledges of its assets to secure the Tranche B Term Obligations, the Tranche B II Term Obligations, the Tranche B III Term Obligations, the Tranche B 2019 Term Obligations, the ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ Obligations, the Tranche B-II 2019 Term Obligations or the Obligations in respect of any other Class of Loans, nothing herein shall prohibit or limit the application of proceeds realized from the exercise of remedies under any Security Document in respect of such Subsidiary Loan Party solely to the Obligations in respect of the Tranche A Term Loans owed to the Tranche A Term Lenders and priority as may be determined the Obligations in respect of any other Class of Loans owed to the Lenders of such Class to the extent such Class of Loans is guaranteed by, or secured by Lender Liens on, security interests in its sole discretionor pledges of the applicable assets of, such Subsidiary Loan Party pursuant to the applicable Security Document).

Prepayments. (a) Except as otherwise provided hereinThe Borrower may, from time to time on any Business Day, upon at least one Business Day’s notice to the Funds Administrator stating the proposed date and aggregate principal amount thereof, and if such notice is given, the Borrower shall not have the right to shall, prepay the Loan outstanding principal amount of the Prime Rate Loans (including any Swingline Loan) comprising part of the same Borrowing in whole or ratably in part; provided, that any partial prepayment of such Prime Rate Loans shall be in an aggregate principal amount of not less than $100,000. On or after the Monthly Payment Date occurring two (2) months prior The Borrower may from time to time upon at least three Business Days’ notice to the Maturity DateFunds Administrator stating the proposed date and the aggregate principal amount thereof, and if such notice is given, the Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion)shall, prepay the Debt outstanding principal amount of the Fixed Rate Loans comprising part of the same Borrowing in whole on or ratably in part; provided, that any date without payment partial prepayment of any prepayment premium such Fixed Rate Loans shall be in an aggregate principal amount of not less than $2,000,000 or penalty (including, without limitation, any Default Yield Maintenance Premium)an integral multiple of $1,000,000 in excess thereof. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon Subject to the next Monthly Payment Date (preceding two sentences, Borrower may apply any optional prepayment of the Loans to such amounts, portions of the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender Loans as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsmay elect. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available The Borrower shall from time to Borrower for Restoration, Borrower shall, at Lender’s option, time prepay the Debt Loans comprising part of the same Borrowing in an such amounts as shall be necessary so that at all times the aggregate amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest ShortfallLoans outstanding shall not be in excess of the Total Commitment. Borrower shall make the Condemnation Payment as and to the extent Any prepayment required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premiumby this Section 2.08(b) shall be due in connection with any on the date such prepayment made accrues pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existspreceding sentence. (c) If, prior Each prepayment of Fixed Rate Loans shall be accompanied by a prepayment of accrued interest to the Prepayment Release Date, concurrently with or after an Event date of Default, payment of all or any part of such prepayment on the principal amount prepaid. In the event of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of a Fixed Rate Loan, the Debt Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.12. Unless otherwise specified by the Borrower, all mandatory prepayments of the Loans shall first be applied to Prime Rate Borrowings, and second to such Fixed Rate Borrowings as the Debt in such order and priority as Funds Administrator may be determined by Lender in its sole discretionselect.

Prepayments. (a) Except as otherwise provided herein, Borrower The Authority shall not have accept, nor permit the right Trustee to prepay accept a Prepayment from the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior Borrower, unless a Coverage Requirement Certificate is provided to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance PremiumTrustee which, in addition to containing the outstanding principal balance, all accrued and unpaid requirements of Section 6.16 of the Loan Agreement also shows that the proceeds of such prepayment received by the Authority shall be in an amount not less than the aggregate of (i) the amount to be prepaid; (ii) any interest and other amounts payable under Fees and Charges on the Loan Documents. Notwithstanding anything accrued through the date of receipt of the proceeds of the Prepayment remaining unpaid; (iii) to the contrary contained herein extent not otherwise paid by the Borrower, the interest that would accrue on the Bonds of such maturity or maturities as are to be designated by the Authority pursuant to subparagraph (a) or (b) of Section 7.9 to be purchased or redeemed with the proceeds of such sale or Prepayment from the date of receipt thereof by the Authority until the applicable optional redemption date of the Bonds so to be purchased or redeemed; (iv) the redemption premium payable on the next applicable optional redemption date on the Bonds so to be purchased or redeemed, if any; and (v) the costs and expenses of the Authority in effecting the purchase or redemption of such Bonds, less the sum of (A) the amount of applicable moneys available for withdrawal from the Debt Service Reserve Fund and the Debt Service Fund with respect to the application to the purchase or redemption of the Bonds in accordance with the terms and provisions of this Indenture, as determined by the Authority, and (B) the amount of any other Loan Document, any prepayment legally available funds of the Debt shall Authority transferred or directed by the Authority to be applied transferred to the Debt Redemption Fund in connection with such order purchase or redemption. If a prepayment is thus accepted, the Trustee shall notify S&P, if S&P is then rating the Bonds, of the date and priority as may be determined by Lender in its sole discretionthe amount of such Prepayment.

Prepayments. (a1) Except as otherwise provided herein, Borrower shall not have the right to The Company may prepay the Loan Prime Rate Loans in whole or in part. On or after part at any time, it being acknowledged and agreed that LIBO Rate Loans may not be voluntarily prepaid prior to the Monthly Payment Date occurring two last day of their applicable Interest Periods. (2) months prior to the Maturity DateIf, Borrower may, provided no Event as of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of and for any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountsreason, the “Interest Shortfall”) and such amounts (i.e.aggregate amount of all Loans outstanding exceed the Cash Advance Sublimit, principal and interest prepaid by Borrower) the Company shall be held by Lender as collateral security for the Loan immediately repay Loans in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on aggregate amount equal to such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsexcess. (b3) On each If, as of any date on which Lender actually receives a distribution and for any reason, the aggregate amount of Net Proceedsall Loans and Outstanding Letters of Credit and L/C Drawings exceeds the lesser of the Revolving Facility Credit Limit or the Borrowing Base, and if Lender does not make the Company shall immediately prepay Loans in an aggregate amount equal to such Net Proceeds available excess and, to Borrower for Restorationthe extent that outstanding Loans are less than such excess amount, Borrower shall, at Lender’s option, prepay deliver to the Debt Agent cash collateral in an amount not less than such differential to be held in a non-interest bearing account as collateral (and the Company hereby grants to the Agent a first priority security interest in such cash collateral) for the remaining Obligations. (4) If, as of any date and for any reason, the Equivalent Amount of Loans, Outstanding Letters of Credit and unrepaid L/C Drawings denominated in an Agreed Currency other than Dollars exceed the Multicurrency Sublimit, the Company shall immediately prepay Loans in an aggregate amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and excess and, to the extent required hereunder. No prepayment premium or penalty that outstanding Loans are less than such excess amount, deliver to the Agent cash collateral in an amount not less than such differential to be held in a non-interest bearing account as collateral (including, without limitation, any Default Yield Maintenance Premiumand the Company hereby grants to the Agent a first priority security interest in such cash collateral) for the remaining Obligations. (5) The Company shall be due pay in connection with any prepayment made pursuant hereunder all interest accrued but unpaid on Loans to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any which such prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borroweris applied, and shall be applied by Lender all prepayment premiums, if any, on the next Monthly Payment Date, with any interest on LIBO Rate Loans to which such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Dateprepayment is applied, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding Agent of any principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionamounts.

Prepayments. (a) Except as otherwise provided hereinThe Borrower may (1) upon same day’s notice to the Administrative Agent, Borrower shall not have prepay any ABR Borrowing and (2) upon at least three Euro-Dollar Business Days’ notice to the right to Administrative Agent, prepay the Loan any Euro-Dollar Borrowing, in whole at any time, or from time to time in partpart in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. On Upon receipt of a notice of prepayment pursuant to this Section 2.10(a), the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such prepayment. (b) Upon receipt by Parent or any of its Subsidiaries, on or after the Monthly Payment Date occurring Closing Date, of Net Cash Proceeds arising from any Debt Issuance, Equity Issuance, Asset Sale or Recovery Event, the Borrower shall promptly (and in any event within two Domestic Business Days) notify the Administrative Agent thereof and within three Domestic Business Days of such receipt, prepay the Loans in an amount equal to 100% of such Net Cash Proceeds. Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such prepayment. (2c) months On or as soon as reasonably practicable (and in no event more than three Domestic Business Days) following the Closing Date, the Borrower shall notify the Administrative Agent thereof and prepay the Loans in an amount equal to 100% of the Net Cash Proceeds arising from any Debt Issuance, Equity Issuance, Asset Sale or Recovery Event of the Company or any of its Subsidiaries on or after the Effective Date, but prior to the Maturity DateClosing Date less the aggregate amount of reductions in the Aggregate Commitments made pursuant to Section 2.08 prior to the Closing Date following the receipt by the Company or any of its Subsidiaries of such Net Cash Proceeds. Upon receipt of such notice from the Borrower, Borrower may, provided no Event the Administrative Agent shall promptly notify each Bank of Default has occurred the contents thereof and is continuing, at its option and upon thirty of such Bank’s ratable share of such prepayment. (30d) days prior notice Prior to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium of Loans under this Section 2.10, the Borrower shall specify the Borrowing or penalty Borrowings to be prepaid (includingor, without limitationif no such specification shall have been provided, the Administrative Agent shall apply such prepayment first to ABR Loans and second to Euro-Dollar Loans, in direct order of next succeeding interest payment date thereafter). (e) Each prepayment under this Section 2.10 shall (i) be paid together with accrued interest thereon to the date of prepayment and (ii) be applied on a ratable basis to each Bank in accordance with its Applicable Percentage. In connection with any Default Yield Maintenance Premium). Any such prepayment received by Lender of a Euro-Dollar Borrowing on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountslast day of an Interest Period, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make reimburse the Condemnation Payment Banks for funding losses as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due provided in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists2.13. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. On part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or after the Monthly Payment Date occurring two (2) months prior to the Maturity No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, Borrower mayany such prepayment, provided no Event repricing or refinancing that occurs prior to the first anniversary of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Second Restatement Effective Date shall include interest which would have accrued thereon be accompanied by a prepayment fee equal to 1.00% of the next Monthly Payment Date (aggregate principal amount of such amounts, prepayment or the “Interest Shortfall”) and aggregate principal amount subject to such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsrepricing or refinancing. (b) On each date on which Lender actually receives a distribution When the aggregate amount of Net ProceedsExcess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt Loans in an the amount equal to one hundred percent (100%) of such Net Excess Proceeds together with without premium (but subject to Section 2.10) (as reduced by any applicable Interest Shortfallportion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such prepayment, the Borrower shall make apply such Excess Proceeds to the Condemnation Payment as and repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required hereunderunder the terms thereof. No prepayment premium or penalty (includingAny other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, without limitation, any Default Yield Maintenance Premium) and the amount of Excess Proceeds shall be due in connection with any prepayment made pursuant reset to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existszero. (c) If, Not fewer than 30 days prior to the Prepayment Release Date, concurrently with any payment or after an Event prepayment of Default, payment of all or any part of the principal amount of the Loan is tendered by BorrowerProceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a purchaser at foreclosure or any other Personprice equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such tender payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall be deemed an attempt notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to circumvent the prohibition against prepayment set forth herein clause (e) below) and (ii) Borrowerthe Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such purchaser occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at foreclosure or other Person the expiration of such 30 Business Day period, the Administrative Agent shall pay notify the Default Yield Maintenance PremiumBorrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, in addition on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of the Loan Documents. Notwithstanding anything Loans prepaid to the contrary contained herein or in such Lender. (e) With respect to any other Loan Document, any proposed mandatory prepayment of the Debt Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be applied paid to the Debt Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such order and priority Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be determined acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender in its sole discretion.(other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to

Prepayments. (a) Except as otherwise provided herein, The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall not have the right to prepay the Borrower Loan, and the Borrower may prepay the Borrower Loan in whole or in part. On , on any date, in advance of the required Payments set forth in Section 4.10 hereof, by paying the outstanding principal amount of the Loan (or after the Monthly Payment Date occurring two (2) months prior portion thereof being prepaid), accrued interest to the Maturity Dateprepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement; provided, however, that after any partial prepayment, the remaining outstanding principal amount of the Loan shall not be less than $100,000. The Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior shall provide the Lender written notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any such prepayment premium or penalty (including, without limitation, at least 10 days in advance thereof. Upon any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to in part of the next Monthly Payment Date (such amountsBorrower Loan, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid prepayment shall be applied first to interest accrued thereon, and any outstanding and unpaid Additional Payments, and next to the Loan on principal component of the next Monthly Payment DateBorrower Loan, with any interest on such funds paid to Borrower on such as applicable, in the inverse order of date provided no Event of Default then existsdue. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, The Issuer shall prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and Issuer Loan Obligation solely to the extent required hereunder. No prepayment premium that Borrower shall prepay the Borrower Loan in whole or penalty (including, without limitation, in part at any Default Yield Maintenance Premium) shall be due in connection with any prepayment made time from insurance or condemnation proceeds pursuant to this Section 2.7(b) (includingArticle IX hereof by paying some or all of the outstanding principal amount of the applicable Loan, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) accrued interest on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the applicable Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrowerprepayment date, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsoutstanding and unpaid Additional Payments due under this Loan Agreement. (c) IfThe Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan, and Borrower shall prepay the Borrower Loan in full immediately upon demand therefor of the Lender to the Issuer after the occurrence of an Event of Default by paying the outstanding principal amount of the Loan, accrued interest to the prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement. (d) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan in full immediately and the Borrower shall prepay the Borrower Loan in full immediately upon demand of the Issuer after the occurrence of a Determination of Taxability by paying the outstanding principal amount of the Loan, interest at the Gross Up Rate to the date of prepayment as required by Section 4.01(b), and any outstanding and unpaid Additional Payments due under this Loan Agreement, plus an amount necessary to supplement the Prior Interest Payments to the Gross-Up Rate pursuant to Section 4.01(b). (e) On the Prepayment Date (as may be extended pursuant to Section 4.16 hereof), the Issuer shall, to the extent funds are received from the Borrower, prepay the Issuer Loan in full and the Borrower shall, on the Prepayment Date , prepay the Borrower Loan in full, together with all unpaid and accrued interest on the Loan to the Prepayment Date, any Additional Payments then due in accordance with this Loan Agreement and all other amounts payable in accordance with this Loan Agreement. Not later than 180 days prior to the Prepayment Release DateDate (as may be extended pursuant to Section 4.16 hereof), concurrently with or after the Borrower may in writing request an Event of Default, payment of all or any part of the principal extension of the Loan to a date up to and including November 1, 2045. The Lender shall, not later than 60 days following receipt of the Borrower’s written request for an extension, provide a written response to the Borrower indicating whether such extension is tendered by approved and the new Applicable Loan Rate, Prepayment Date, any applicable prepayment premiums and an amended Exhibit D. Any failure of the Lender to respond shall be construed as a denial of the request. If such new Applicable Loan Rate and Prepayment Date are not acceptable to the Borrower, the Borrower shall prepay the Loan on the Prepayment Date. In connection with the extension of the Loan, the Borrower shall cause to be delivered to the Issuer a purchaser at foreclosure or any other Personnotice of such extension and the new Applicable Loan Rate, (i) Prepayment Date and amended Exhibit D, and to the Issuer and the Lender an opinion of Special Counsel that such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premiumextension will not, in addition and of itself, adversely affect the exclusion of the interest on the Issuer Loan from the gross income of the recipients thereof for purposes of federal income taxation. The Lender, the Issuer and the Borrower shall enter into an amendment to this Loan Agreement to reflect the terms of any extension of the Loan pursuant to this Section. Notwithstanding the foregoing, any extension of the Prepayment Date pursuant to Section 4.16 hereof shall not be subject to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment conditions of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionthis Section 4.08(e).

Prepayments. The Borrower may elect to prepay all or any Portion of any Retained Repriced Old Form Note Advance Portion in the manner, at the price, and subject to the limitations as next described: (a) Except as otherwise provided herein, The Borrower shall deliver to FFB written notification of such prepayment election not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months less than 5 Business Days prior to the Maturity Dateproposed date of prepayment and, Borrower may, provided no Event if less than the total outstanding principal amount of Default has occurred and such Retained Repriced Old Form Note Advance Portion is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amountsprepaid, the “Interest Shortfall”) and Borrower shall specify in such amounts (i.e., principal and interest prepaid by Borrower) shall notification the Portion thereof that is proposed to be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsprepaid. (b) On each The Borrower shall pay to FFB, at the time of prepayment of all or any Portion of any Retained Repriced Old Form Note Advance Portion: (1) for so long as the Refinancing Authority shall be in effect, the outstanding principal amount of such Retained Repriced Old Form Note Advance Portion or the Portion thereof to be prepaid, all accrued interest thereon through the date on which Lender actually receives of prepayment, plus the prepayment premium required by the terms of the Refinancing Authority; and (2) in the event that the Refinancing Authority shall no longer be in effect, a distribution of Net Proceedsprice for such Retained Repriced Old Form Note Advance Portion, and all accrued interest thereon through the date of prepayment, that would, if Lender does not make such Net Proceeds available Retained Repriced Old Form Note Advance Portion were purchased and held to Borrower its maturity, produce a yield to the purchaser for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount period from the date of purchase to the maturity of such Retained Repriced Old Form Note Advance Portion substantially equal to one hundred percent the interest rate that would be set on a loan from the Secretary of the Treasury to FFB to purchase an obligation having a payment schedule Part IIB (100%Retained Repriced Old Form Note Advance Portions) identical to that of such Net Proceeds together with any applicable Interest Shortfall. Retained Repriced Old Form Note Advance Portion; and if the Borrower elects to repurchase a Portion of a Retained Repriced Old Form Note Advance Portion, the Borrower shall make pay to FFB a price for such Portion that would equal such Portion's pro rata share of the Condemnation Payment as and to price for a repurchase of the extent required hereunderentire Retained Repriced Old Form Note Advance Portion, calculated in accordance with the principles of this sentence. No The amount of each such prepayment premium or penalty (includingprepayment price, without limitationas the case may be, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received calculated by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender the Secretary of the Treasury as collateral security for of the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing close of business 2 Business Days prior to the benefit date of Borrowerthe proposed prepayment, and shall be applied by Lender on using standard calculation methods of the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event United States Department of Default then existsthe Treasury. (c) IfIf the Borrower elects to prepay a Portion of a Retained Repriced Old Form Note Advance Portion, prior the prepayment price paid shall be applied, first, to interest accrued on such Portion of the Retained Repriced Old Form Note Advance Portion to the Prepayment Release Datedate of prepayment and, concurrently with or after an Event then, to principal installments in the inverse order of Defaultmaturity. Following the prepayment of a Portion of a Retained Repriced Old Form Note Advance Portion, payment of all or any part of subsequent payments shall continue to be made in the principal of amounts specified in the Loan is tendered by Borrowerrespective Retained Repriced Old Form Note Advance Portion Schedule, a purchaser at foreclosure or any other Person, (i) and such tender payments shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the allocated by FFB between outstanding principal balanceand accrued interest, as appropriate, until the entire principal amount of such Retained Repriced Old Form Note Advance Portion, and all interest accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Documentthereon, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionis paid.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan Loans in whole or in part. On part subject to the requirements of this Section without penalty or premium; provided, that (i) if the Borrower has entered into an agreement for a Change of Control or the Borrower or any other Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of Control, in either case after the Monthly Payment Date occurring two last day of the Subject Period (2) months prior as defined below), the Borrower may only prepay the Loans at a prepayment amount equal to the Maturity DateFixed Early Prepayment Amount, plus accrued and unpaid interest to the date of prepayment, and (ii) if the Borrower may, provided no Event optionally prepays any portion of Default has occurred the Loans pursuant to Section 2.3(a) during the period commencing on the Restatement Effective Date and is continuing, at its option and upon thirty ending on the first anniversary thereof (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretionthe "Subject Period"), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date Borrower shall include interest which would have accrued thereon pay to the next Monthly Payment Date (such amountsAgent, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the ratable benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment DateLenders, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any the applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and Prepayment Premium Amount applicable to the extent required hereunder. No prepayment premium or penalty (includingamount so prepaid, without limitation, any Default Yield Maintenance Premium) which Prepayment Premium Amounts shall be due and payable on the respective dates of prepayment; provided, that: (I) the Borrower shall not be required to pay any such Prepayment Premium Amount unless the aggregate amount of all prepayments made during the Subject Period exceed $15,000,000 in connection total, in which case the Borrower shall be required to pay Prepayment Premium Amounts in accordance with the foregoing in respect of all prepayments of Loans made during the Subject Period (excluding the first $15,000,000 of such prepayments made during the Subject Period); and (II) if, during the Subject Period: (1) the Borrower shall have delivered to the Agent a term sheet, commitment letter or letter of intent describing the material terms of a proposed Specified Acquisition (the "Presented Terms"); (2) the Loan Obligations are either (x) prepaid in full in cash from the proceeds of any prepayment refinancing made pursuant to this Section 2.7(bby any financial institution other than CapitalSource Finance LLC and that is not an Affiliate of the Borrower (a "Third Party Financing Source") or (y) purchased in full by a Third Party Financing Source at par (plus accrued and unpaid interest, fees and other amounts then due and owing) (including, without limitation, any transaction of the type described in connection with any Condemnation Paymentthis clause (2) is referred to as a "Third Party Refinancing"). Any prepayment received by Lender pursuant ; and (3) (x) such Third Party Refinancing occurred within sixty (60) days after the Agent shall have notified the Borrower in writing that the Required Lenders intend to this Section 2.7(b) on withhold consent to a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender Specified Acquisition based on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Presented Terms and (cy) If, prior to the Prepayment Release Dateoccurrence of such Third Party Refinancing, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender related Third Party Financing Source shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, have consented in addition writing to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything consummation of such Specified Acquisition on terms substantially similar to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.Presented Terms;

Prepayments. (ai) Except If, as otherwise provided hereinof the last day of any month, Borrower (A) the sum of the outstanding principal balance of the Term Loan on such date plus the Revolver Usage on such date exceeds (B) the product of (I) 67% times (II) TTM Recurring Revenues calculated as of the last month for which financial statements have most recently been delivered pursuant to Section 5.3 (the “Loan Limit” and such excess being referred to as the “Limiter Excess”), then Borrowers shall not have the right to immediately prepay the Loan Obligations in whole or accordance with Section 2.4(d)(i) in part. On or after the Monthly Payment Date occurring two (2) months prior an aggregate amount equal to the Maturity DateLimiter Excess. (ii) Immediately upon the receipt by Borrowers or any of their Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Borrowers or any of their Subsidiaries of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under the definition of Permitted Dispositions) which exceed $500,000 in the aggregate in any fiscal year, Borrower mayBorrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, provided so long as (A) no Default or Event of Default has shall have occurred and is continuing, at its (B) Administrative Borrower shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, and (C) Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers and their Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrowers and upon thirty (30their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(d)(ii). Nothing contained in this Section 2.4(c)(ii) days prior notice shall permit Borrowers or any of their Subsidiaries to Lender (sell or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment otherwise dispose of any prepayment premium property or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date assets other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, accordance with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsSection 6.4. (biii) On each date on Immediately upon the receipt by Borrowers or any of their Subsidiaries of any Extraordinary Receipts which Lender actually receives a distribution of Net Proceedsexceed $500,000 in the aggregate in any fiscal year, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, Borrowers shall prepay the Debt outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount equal to one hundred percent (100%) % of such Net Proceeds together Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Immediately upon the issuance or incurrence by Borrowers or any of their Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 6.1) or the issuance by Borrowers or any of their Subsidiaries of any shares of Borrowers’ Stock or their Subsidiaries’ Stock (other than in the event that Borrowers or any of Subsidiary of a Borrower forms a Subsidiary in accordance with any applicable Interest Shortfall. the terms hereof, the issuance by such Subsidiary of Stock to a Borrower shall make the Condemnation Payment or such Subsidiary, as applicable, and other than with respect to the extent required hereunder. No prepayment premium or penalty (includingitems disclosed on Schedule 2.4(c)), without limitation, any Default Yield Maintenance PremiumBorrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) shall be due in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with any prepayment made pursuant to such issuance or incurrence. The provisions of this Section 2.7(b2.4(c)(iv) (including, without limitation, in connection with shall not be deemed to be implied consent to any Condemnation Payment). Any prepayment received such issuance or incurrence otherwise prohibited by Lender pursuant to the terms and conditions of this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsAgreement. (cv) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender Borrowers shall be deemed an attempt permitted to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to prepay the outstanding principal balance, all amount of the Obligations and accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything without premium or penalty, except for prepayment premiums required to be paid pursuant to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionFee Letter.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right may elect to prepay any Adjusted Rate Loans only on the Loan last day of the applicable Interest Period, PROVIDED, that in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to event of the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment prepayment of any such Loans, including any automatic prepayment premium or penalty (through required application by Foothill of proceed of Accounts and other Collateral received by Foothill,on a date other than the last day of an Interest Period for any reason, including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon acceleration pursuant to SECTION 4(B) hereof or pursuant to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for RestorationAgreement, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due indemnify Foothill for Funding Losses which may arise in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documentsprepayment. Notwithstanding anything to the contrary contained herein herein, if the outstanding Loans are reduced below the balance of the outstanding Adjusted Libor Rate by virtue of automatic prepayment from proceeds of Accounts and other collateral, then Foothill will automatically make an advance to Borrower so that the outstanding Loans will equal the outstanding Adjusted Libor Rate Loans so long as Borrower has sufficient borrowing availability under the formulas set forth in the Agreement and subject to the reserves and applicable sublimits thereunder. (b) In the event that the aggregate amount with respect to which the Borrower has exercised the Libor Option exceeds the amount of Loans actually outstanding at any time, or in the event that the Adjusted Libor Rate Loans shall at any time exceed the amounts of Loans under the Agreement which Foothill determines are available under the lending formulas and subject to reserves, the definitions of Maximum Credit and Maximum Revolving Credit and applicable sublimits, all as set forth in the Agreement, then, in addition to all other Loan Documentrights and remedies to Foothill, any prepayment Foothill may, at its option, require that such Adjusted Libor Rate Loans cease to accrue based on the Adjusted Libor Rate. In such event, the Adjusted Libor Rate Loans will bear interest as provided in SECTION 2.5(A) of the Debt Agreement, and Borrower shall be applied to indemnify Foothill for Funding Losses which may arise in connection with the Debt in such order and priority as may be determined by Lender in its sole discretiontermination of applicability of interest based on the Adjusted Libor Rate.

Prepayments. Subject, in the case of CP Rate Loans and LIBOR Loans, to the funding indemnification provisions of Section 4.3: (a) Except as Borrower may from time to time voluntarily prepay, without penalty or premium, all outstanding Advances, or, in a minimum aggregate amount of $1,000,000 per Group (or a larger integral multiple of $1,000,000 per Group), any portion of the outstanding Advances by giving prior written notice to the Co-Agents (each, a "Prepayment Notice"): (i) given within the Required Notice Period with respect to each Pool Funded Conduit's Loans so prepaid and (ii) providing for such prepayment to occur on the last day of the CP Tranche Period with respect to Gotham's CP Rate Loans so prepaid; provided that each such prepayment of principal complying with the provisions of this section or otherwise provided hereinis accompanied by a payment of all accrued and unpaid interest on the amount prepaid, together with all amounts (if any) due under Section 4.3 and any Broken Funding Costs (if any) due because of such prepayment, and is made between the Conduits in such proportions so that after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Conduit shall be in proportion to such Conduit's Percentage of the aggregate outstanding principal balance of all Advances then outstanding hereunder. The Co-Agent's agree to use their best efforts to accommodate any request by Borrower shall not have the right to prepay any portion of the Loan outstanding Advances in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date manner other than a Monthly Payment Date shall include interest which would have accrued thereon as required herein to the next Monthly Payment Date (minimize any Broken Funding Costs associated with such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On each date If, on which Lender actually receives a distribution any Business Day, the aggregate outstanding principal amount of Net Proceedsthe Loans from the Blue Ridge Group exceeds the Blue Ridge Allocation Limit, and if Lender does not make such Net Proceeds available or the aggregate principal amount of the Loans outstanding from Blue Ridge exceeds the Blue Ridge Liquidity Banks' Liquidity Commitments pursuant to Borrower for Restorationthe Blue Ridge Liquidity Agreement divided by 102%, Borrower shall, at Lender’s option, shall prepay such Loans by wire transfer to the Debt in Blue Ridge Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount equal sufficient to one hundred percent (100%) of eliminate such Net Proceeds excess, together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as accrued and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an unpaid interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsamount prepaid. (c) If, prior on any Business Day, the aggregate outstanding principal amount of the Loans from the Gotham Group exceeds the Gotham Allocation Limit, or the aggregate principal amount of the Loans outstanding from Gotham exceeds the Gotham Liquidity Banks' aggregate Liquidity Commitments pursuant to the Prepayment Release DateGotham Liquidity Agreement divided by 102%, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered Borrower shall prepay such Loans by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition wire transfer to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.Gotham Agent received not later than

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right to may prepay the Loan in whole Base Rate Loans upon not less than one (1) Business Day's prior notice to the Lender, which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $50,000 or in partthe remaining principal balance outstanding on the Note) and shall be irrevocable and effective only upon receipt by the Lender, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. On or after the Monthly Payment Date occurring two (2) months The Borrower may not prepay any LIBOR Loans prior to the Maturity Dateend of an Interest Period (provided that this sentence shall not affect the Borrower's obligation to prepay Loans pursuant to Sections 2.07(b) or (c) or Section 10.01 hereof). (b) If, after giving effect to any termination or reduction of the Commitment pursuant to Section 2.03(b), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Commitment, the Borrower mayshall (i) prepay the Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Lender an amount equal to the excess to be held as cash collateral as provided no Event in Section 2.10(b) hereof. (c) Upon any redetermination of Default has occurred and the amount of the Borrowing Base in accordance with Section 2.08, if the redetermined Borrowing Base is continuingless than the aggregate outstanding principal amount of the Loans plus the LC Exposure, at its option and upon then the Borrower shall within thirty (30) days prior of receipt of written notice to Lender thereof: (or such shorter period of time as may be permitted by Lender in its sole discretion), i) prepay the Debt Loans in whole an aggregate principal amount equal to such excess, together with interest on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have the principal amount paid accrued thereon to the next Monthly Payment Date date of such prepayment and (such amountsii) if a Borrowing Base deficiency remains after prepaying all of the Loans because of LC Exposure, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) Borrower shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts pay to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent such Borrowing Base deficiency to be held as cash collateral as provided in Section 2.10(b) hereof. (100%d) Upon any reduction pursuant to Schedule I, if the Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall on the date of such Net Proceeds reduction prepay the Loans by the amount of such excess, together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and interest thereon accrued to the extent date of such prepayment. (e) Prepayments permitted or required hereunder. No prepayment under this Section 2.07 shall be without premium or penalty (includingpenalty, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any except as required under Section 5.05 for prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment)of LIBOR Loans. Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall made may be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing reborrowed subject to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existseffective Commitment. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan Loans in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior part subject to the Maturity Daterequirements of this Section without penalty or premium; provided that if the Borrower has entered into an agreement for a Change of Control or the Borrower or any other Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of Control, the Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), only prepay the Debt in whole on any date without payment of any Loans at a prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon amount equal to the next Monthly Payment Date (such amountsFixed Early Prepayment Amount, the “Interest Shortfall”) plus accrued and such amounts (i.e., principal and unpaid interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit date of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On In the event and on each date occasion that any Net Proceeds are received by or on which Lender actually receives behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, then, unless a distribution Reinvestment Notice shall be delivered with respect to Net Proceeds from a Prepayment Event specified in paragraphs (A) or (B) of Net Proceedsthe definition of Prepayment Event, and if Lender does not make the Borrower shall, within three (3) Business Days after such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s optionare received, prepay Loans in an aggregate amount equal to such Net Proceeds; provided, that, on each Reinvestment Prepayment Date, the Debt Loans shall be repaid in an amount equal to one hundred percent (100%) of such Net Proceeds together the Reinvestment Prepayment Amount with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and respect to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsReinvestment Event. (c) IfFollowing the end of each fiscal year of the Borrower, prior commencing with the fiscal year that begins on January 1, 2005, for which there is any Excess Cash Flow, the Borrower shall prepay Loans in an aggregate amount equal to 75% of Excess Cash Flow for such fiscal year. Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to subsection 5.1(a) with respect to the Prepayment Release Date, concurrently with or fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after an Event the end of Default, payment of all such fiscal year). (d) In the event and on each occasion that the Borrower or any part Subsidiary after the Closing Date receives cash proceeds from the sale of Capital Stock or other equity securities, or otherwise receives a cash capital contribution from any third Person, or raises any private or public capital in cash (other than cash proceeds received in connection with the exercise of options and warrants to acquire the common stock of the Borrower that are issued or outstanding on the date hereof or issued under a Plan or pursuant to the Syndication Letter, or pursuant to anti-dilution provisions in such options or warrants or applicable thereto), the Borrower shall, within three (3) Business Days after the receipt thereof, prepay Loans in an amount equal to 50% of the net amount received. (e) Upon the occurrence of a Change of Control, the Borrower shall, within three (3) Business Days after the occurrence thereof, prepay all of the Loans at a prepayment price equal to the Fixed Early Prepayment Amount, plus accrued and unpaid interest, if any, to the date of prepayment. (f) In the event of a prepayment hereunder, the Borrower shall give at least three (3) Business Days' irrevocable notice to the Agent and the Lenders, specifying the date, the reason for the prepayment and amount of prepayment. 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 subsection 2.9 and accrued interest to such date on the amount prepaid. Each prepayment of principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (iLoans pursuant to subsection 2.3(a) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to pro rata against the Debt in such order and priority as may be determined by Lender in its sole discretionremaining scheduled payments of principal under subsection 2.

Prepayments. (a) Except as otherwise provided herein, Borrower Each Equipment Note shall not have the right to prepay the Loan be prepaid in whole or in part. On or after part by the Monthly Owner Trustee on a Rent Payment Date occurring two (2or, in the circumstance provided in the last sentence of Section 10.3 of the Lease, on the Termination Date) months upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in the event that the Lease as applicable to any Unit or Units related to such Equipment Note is terminated pursuant to Section 10 thereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the unpaid principal amount of such Equipment Note as at the date of such prepayment (after deducting therefrom the principal installment, if any, due on or prior to the Maturity date of such prepayment) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate under the related Indenture Supplement immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such payment (after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment) and (iii) if prepaid prior to the Make-Whole Termination Date, Borrower maythe Make-Whole Amount, provided no Event if any, applicable in respect of Default has occurred and is continuing, at its option and upon thirty the principal amount to be prepaid pursuant to clause (30i) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan above on the next Monthly Payment Date, with any interest on date of such funds paid to Borrower on such date provided no Event of Default then existsprepayment. (b) On each Each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on a Rent Payment Date upon at least 15 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in connection with the occurrence of an Event of Loss with respect to any Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 11.2(i) of the Lease, or in the event Lessee shall be required to settle for 10 or more Units on the date of payment therefor determined pursuant to Section 11.2 of the Lease, such prepayment shall be made on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shalldate, at Lender’s optiona price equal to the sum of (i) as to principal thereof, prepay the Debt in an amount equal to one hundred percent (100%) the product obtained by multiplying the aggregate unpaid principal amount of such Net Proceeds together with any applicable Interest Shortfall. Borrower Equipment Note as at such prepayment date (after deducting therefrom the principal installment, if any, due on such date) by a fraction, the numerator of which shall make be the Condemnation Payment Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate under the related Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment after giving effect to the extent required hereunder. No prepayment premium application of any Basic Rent paid on or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing prior to the benefit date of Borrowersuch prepayment, and shall be applied by Lender on but without the next Monthly Payment Date, with payment of any interest on such funds paid to Borrower on such date provided no Event of Default then existsMake-Whole Amount. (c) IfUnless Lessee shall have elected to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in whole by the Owner Trustee on the Business Day specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the Participation Agreement, in the event that Lessee exercises the purchase option under Section 6.9 of the Participation Agreement with respect to the Equipment, at (d) Each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on the Early Purchase Date in the event that Lessee exercises the purchase option under Section 22.1 of the Lease with respect to the Equipment, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as at the Early Purchase Date (after deducting therefrom the principal installment, if any, due on the prepayment date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units to be purchased and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate immediately prior to the Prepayment Release Date, concurrently with or after an Event date of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borroweras to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such purchaser prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment. (e) On the Refunding Date specified by the Lessee to the Owner Trustee and to the Indenture Trustee in accordance with Section 10.2(f) of the Participation Agreement, all Equipment Notes shall be prepaid in whole but not in part on such Refunding Date, in the event of a refunding or refinancing pursuant to Section 10.2 of the Participation Agreement, at foreclosure or other Person shall pay the Default Yield Maintenance Premium, a price in addition to any other amounts due to the outstanding holders of the Equipment Notes under this Indenture equal to the unpaid principal balance, all amount thereof together with accrued and but unpaid interest and thereon, plus, if prepaid prior to the Make-Whole Termination Date, the Make-Whole Amount, if any. (f) Each Equipment Note shall be prepaid in whole but not in part on the Mandatory Refinancing Date, at a price in addition to any other amounts payable under the Loan Documents. Notwithstanding anything due to the contrary contained herein or in holders of the Equipment Notes under this Indenture equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, but without the payment of any other Loan Document, Make- Whole Amount. (g) The Indenture Trustee shall give prompt notice of any prepayment of any of the Debt Equipment Notes to all holders of such series of the Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment is to occur, which notice shall specify the Equipment Note or Notes to be prepaid, the principal amount of such Equipment Note or Notes to be prepaid and the date of prepayment, which date shall be applied to not less than 25 days after the Debt in date of such order and priority as may be determined by Lender in its sole discretionnotice.