Common use of Optional and Mandatory Prepayments Clause in Contracts

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to it, in whole or in part, without premium or penalty; provided that such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (b) If on or after the Effective Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenders.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and shall have the right from time to time, upon notice time on any Payment Business Day to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itLoans, in whole or in part, without premium upon at least two (2) Business Days’ prior written notice (or penalty; provided that such telephone notice must be received promptly confirmed by written notice) to the Administrative Agent not later than before 12:00 noon, New York City time; provided, however, that (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of partial prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) each Tranche shall be in a principal amount of at least $1,000,000 or a whole multiple 100,000 and integral multiples of $500,000 100,000 in excess thereof, or, if less, the entire principal amount then outstanding under such Tranche and (ii) the Borrower shall not make more than four (4) prepayments under this Section 2.07 in any calendar month. Each notice of prepayment shall be irrevocable, shall be substantially in the form of Exhibit B and shall specify the prepayment date (each, an “Optional Prepayment Date”) and the principal amount of each Tranche to be prepaid. (b) If on or after the Effective Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9[Redacted]. (c) To All prepayments shall be subject to Section 2.09 but shall otherwise be without premium or penalty. All partial prepayments occurring on a Rollover Date may, and prepayment in whole shall, be accompanied by accrued and unpaid interest and Fees on the extent provided in principal amount to be prepaid to but excluding the documentation applicable thereto, date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the term loans under principal amount to be prepaid only and all accrued and unpaid interest and Fees on the Existing GPI Facilities or other pari passu Indebtedness incurred principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to subsection 8.2(e)(ii) or Sections 2.04 and/or 2.05 (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) aboveas applicable), in which each case such prepayment shall be on an up to pro rata basis with the Loans then outstandingnext succeeding Interest Accrual Date. In such the case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any each prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, Tranche of less than the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the entire unpaid principal amount of the outstanding Loans in fullof such Tranche, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on such Tranche shall be shared pro rata by the date specified in this subsection 4.2 for Lenders holding such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide Tranche according to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form Lender’s pro rata share of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans outstanding Commitments of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant LendersTranche.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and shall have the right from time to time, upon notice time on any Payment Business Day to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itLoans, in whole or in part, without premium upon at least two (2) Business Days’ prior written or penalty; provided that such fax notice must be received (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent not later than before 11:00 a.m., New York City time; provided, however, that (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of partial prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) each Tranche shall be in a principal amount of at least $1,000,000 or a whole multiple 100,000 and integral multiples of $500,000 100,000 in excess thereof, or, if less, the entire principal amount then outstanding under such Tranche and (ii) the Borrower shall not make more than two (2) prepayments under this Section 2.07 in any calendar month. Each notice of prepayment shall be irrevocable, shall be substantially in the form of Exhibit E and shall specify the prepayment date (each, an “Optional Prepayment Date”) and the principal amount of the Loans to be prepaid. (b) If on or after at any time any of the Effective Date Specified Conditions is not satisfied, then upon written notice to Borrower, the Borrower shall immediately prepay the Loans together with all accrued but unpaid interest thereon, in an amount sufficient to cause all Specified Conditions to be satisfied; provided however such prepayment obligation shall be tolled if the Borrower (i) within five (5) Business Days (which period shall be tolled, in the Collateral Agent’s sole discretion, for so long as the Collateral Agent and Borrower are engaged in good faith discussions regarding a proposed prepayment plan) of its receipt of said notice that any Specified Condition is not satisfied, submits a prepayment plan in form and substance satisfactory to the Collateral Agent and the Initial Lender in their sole discretion acting in good faith, setting forth in reasonable detail the actions that the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money proposes to take to effect the prepayment described in clause (other than Indebtedness permitted pursuant to subsection 8.2iii) pursuant to a public offering or private placement or otherwisebelow, (ii) the Borrower or any of executes such prepayment plan in accordance with its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), terms and (iii) a Recovery Event occurs or prepays the Loans, together with all accrued but unpaid interest thereon, as immediately as practicable and in any event within one hundred and eighty (iv180) days following the date any Specified Condition is initially not satisfied such that, immediately after giving effect to such prepayment, all Specified Conditions are satisfied. If initially the Borrower fails to execute such prepayment plan in accordance with its terms or any the Collateral Agent or the Initial Lender ceases to find such prepayment plan satisfactory to effect the prepayment described in clause (iii) of the preceding sentence (as determined by the Collateral Agent or the Initial Lender in its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, sole discretion acting in each casegood faith), the Borrower shall prepayimmediately prepay the Loans, together with all accrued but unpaid interest thereon, in accordance with subsection 4.2(d) but subject an aggregate amount sufficient to subsection 4.2(c) belowcause all Specified Conditions to be satisfied. Upon the reasonable request of the Borrower, the Loans in Collateral Agent will provide calculations and an amount equal explanation (other than to (xthe extent any such calculation or explanation constitutes material non-public information) in as to the case basis of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) change in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9Specified Conditions. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require All prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be subject to Section 2.09 but shall otherwise be without premium or penalty. All partial prepayments occurring on an up a Rollover Date may, and prepayment in whole shall, be accompanied by accrued and unpaid interest and Fees on the principal amount to pro rata basis with be prepaid to but excluding the Loans then outstandingdate of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount on the next succeeding Interest Accrual Date. In such the case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any each prepayment of Loans under any Tranche of less than the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such entire unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the outstanding Loans of such Lender in an amount equal Tranche, the prepayment shall be shared pro rata by the Lenders under such Tranche according to such each Lender’s Applicable Aggregate Exposure Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any under such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant LendersTranche.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty; provided that such , by giving irrevocable written notice must be received by (or telephonic notice promptly confirmed in writing) to the Administrative Agent not no later than (i) 1:00 in the case of prepayment of any Eurodollar Borrowing, 2:00 p.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Loans and such prepayment, (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansany Base Rate Borrowing, 12:00 noon on the date of such prepayment, (iii) in the case of Swingline Borrowings, prior to 2:00 p.m. on the date of such prepayment and (iv) in the case of payments in any Acceptable Currency other than Dollars, no later than 11:00 a.m. (at the office of the Administrative Agent's account for payments in such currency) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment, the date and principal amount of prepaymenteach Borrowing or portion thereof to be prepaid. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the foregoinglast day of an Interest Period applicable thereto, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans also pay all amounts required pursuant to this subsection shall be applied to the respective installments Section 2.20. Each partial prepayment of principal thereof as directed by the Borrower in its prepayment notice any Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. If the Borrower does not, or is unable for any reason to, effect payment to any Issuing Bank or Lenders in the applicable currency or if the Borrower shall default in the payment when due of any payment in such currency, such Issuing Bank or Lenders may, at their option, require such payment to be made to such Issuing Bank or Lenders in the Dollar Equivalent of such currency determined in accordance with Section 10.16. With respect to any amount due and payable in Euros, Pounds, Australian Dollars or other Acceptable Currencies, the Borrower agrees to hold the Issuing Banks and the Lenders harmless from any losses, if any, that are actually incurred by the Issuing Banks and the Lenders arising from any change in the value of Dollars in relation to such currency between the date such payment became due and the date of payment thereof (other than losses incurred by any such Issuing Bank or Lender due to the gross negligence or willful misconduct of such Issuing Bank or Lender). Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal amount installments as specified by the Borrower. For the avoidance of $1,000,000 or a whole multiple of $500,000 in excess thereofdoubt, all payments on the Term Loans made prior to the Non-Extended Maturity Date shall be allocated pro rata among the Non-Extended Term Loans and the Extended Term Loans and all payments on the Revolving Loans made prior to the Non-Extended Revolving Commitment Termination Date shall be allocated pro rata among the Non-Extended Revolving Loans and the Extended Revolving Loans. (b) If on or after the Effective Date (i) any date the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money receive Net Cash Proceeds in excess of $10,000,000 in any Fiscal Year from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been delivered previously to the Administrative Agent in respect thereof, such Net Cash Proceeds shall immediately be applied to the prepayment of the Obligations in accordance with clause (other than Indebtedness permitted pursuant d) below; provided, that (i) until reinvested or applied to subsection 8.2) pursuant to the prepayment of the Obligations, such Net Cash Proceeds shall be deposited and held in a public offering or private placement or otherwisedeposit account in which the Administrative Agent has a first priority perfected Lien, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of Loans. (c) If on any date the Borrower or any of its Subsidiaries shall make an Asset Sale receive Net Cash Proceeds from any equity issuance (other than (i) equity issuances pursuant to subsection 8.6(i)any component of the 2013 Convertible Notes Call Spread Transaction, (ii) equity issuances pursuant to stock incentive plans or other equity award agreements for employees of the Borrower or a Subsidiary and (iii) a Recovery Event occurs or (iv) Investments permitted under Section 7.4 that consist of equity issued on an intercompany basis among the Borrower and its Subsidiaries) or any from the issuance of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereofPermitted Subordinated Debt, and the proceeds thereof are not applied to an Acquisition permitted herein within ninety (z90) days of such issuance, then in the case of any such Sale and Leaseback Transactionevent, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Obligations in accordance with clause (d) below. (d) Any prepayments made by the Borrower pursuant to Sections 2.13(b) or (c) above shall be applied as follows: first, to Administrative Agent's fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Banks then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and (iiapplied to installments of the Term Loans in inverse order of maturity; fifth, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Collateralize the Letters of Credit in accordance with Section 2.24(g) the aggregate in an amount (if any) in cash equal to the portion LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated topermanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, make unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. Notwithstanding the foregoing, amounts received from any Loan Party that is not a voluntary Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Loan Party. (e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.10 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due and payable under Section 2.20, applied first to Swingline Loans to the full extent thereof, second to Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to the Letters of Credit by depositing cash collateral in an amount equal to such excess plus any accrued and unpaid fees thereon. Such account shall be administered in accordance with Section 2.24(g) hereof. For the avoidance of doubt, payments on the Revolving Loans pursuant made prior to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by Non-Extended Revolving Commitment Termination Date shall be allocated pro rata among the relevant LendersNon-Extended Revolving Loans and the Extended Revolving Loans.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that such in Subsection 4.5(b)), upon notice must be received by the Borrower to the Administrative Agent not later than (i) prior to 1:00 p.m. P.M., New York City time three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment (in the case of Base Rate Eurodollar Loans), or prior to 1:00 P.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans). Each such Such notice shall specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 500,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made on or prior to the second anniversary of the Closing Date in connection with a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 in excess thereofthe fee required by Subsection 4.5(b). (bi) If The Borrower shall, in accordance with Subsection 4.4(c), prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Effective Date (i) Closing Date, the Borrower or any of its Restricted Subsidiaries shall incur Incur Indebtedness for borrowed money (other than excluding Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(iSubsection 8.1), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepayshall, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) belowSubsection 4.4(c), prepay the Term Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent Borrower or any Reinvested Amounts in accordance with of its Subsidiaries is required by the terms thereof) to prepay, and (z) in repay or purchase other Indebtedness that is pari passu with the case of any such Sale and Leaseback Transaction, 100% of Term Loan Facility Obligations on a pro rata basis with the Net Cash Proceeds thereof minus any Reinvested AmountsTerm Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the date Prepayment Date, as contemplated by Subsection 4.4(d), and (iii) the Borrower shall, in accordance with Subsection 4.4(c), prepay the Term Loans within 120 days following the last day of receipt the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about November 3, 2013) (each, an “ECF Payment Date”), in an amount equal to (A)(1) 75.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (w) the aggregate principal amount of Term Loans (including Incremental Term Loans) and Incremental Revolving Loans to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction prepaid pursuant to Subsection 4.4(a) during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (x) below), (x) the aggregate principal amount of Term Loans (including Incremental Term Loans) and Incremental Revolving Loans to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction prepaid pursuant to Subsection 4.4(a) during the period beginning with the day following the last day of such Net Cash Proceeds Fiscal Year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(b)(iii) (exceptprovided that no prepayments made pursuant to Subsection 4.4(h) or the other clauses of this Subsection 4.4(b) shall be so designated), (y) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (z) below), and (z) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(b)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(b) shall be so designated), in each case, as provided excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (including a revolving credit facility) (the amount described in subsection 4.2(g) and except that, in the case of clauses this clause (y) and (zA), if the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent Borrower or any such Net Cash Proceeds are eligible of its Subsidiaries is required by the terms thereof) to be reinvested in accordance prepay, repay or purchase other Indebtedness that is pari passu with the definition of Term Loan Facility Obligations on a pro rata basis with the term “Reinvested Amount” Term Loans; provided that such percentage in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of clause (1) above shall be reduced to (x) 50% if the date on which the certificate Consolidated Total Leverage Ratio as of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required immediately preceding Fiscal Year was less than 2.50:1.00 and equal to be delivered in accordance with such definition)or greater than 2.25:1.00, (y) 25% if the Consolidated Total Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 2.25:1.00 and equal to or greater than 2.00:1.00 and (z) 0% if the Consolidated Total Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 2.00:1.00. Nothing in this paragraph (bSubsection 4.4(b) shall limit the rights of the Administrative Agent Agents and the Lenders set forth in Section 9. (c) To Subject to the extent provided in last sentence of Subsection 4.4(d) and Subsection 4.4(g), each prepayment of Term Loans pursuant to Subsection 4.4(b) shall be allocated pro rata among the documentation applicable theretoInitial Term Loans, the term loans under Incremental Term Loans and the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from Extended Term Loans; provided, that at the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) aboverequest of the Borrower, in which case lieu of such prepayment shall be application on an up to a pro rata basis with among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis. In such case the amount Each prepayment of the prepayment required by subsection 4.2(b) required to be applied to the Term Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(iiSubsection 4.4(a) or and (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(bb) shall be applied to prepay within each Tranche of Term Loans pro rata to the respective installments of principal thereof in the manner directed by the Borrower (excluding from or, if no such calculation the final payment due at direction is given, in direct order of maturity); . (d) The Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans (x) pursuant to Subsection 4.4(b)(iii), three Business Days prior to the date on which such payment is due and (y) pursuant to Subsection 4.4(b)(i) or (ii), promptly (and in any event within five Business Days) upon becoming obligated to make such prepayment. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment (i) in the case of mandatory prepayments pursuant to Subsection 4.4(b)(i), on or before the date specified in Subsection 8.4(b) and (ii) in the case of mandatory prepayments pursuant to Subsection 4.4(b)(ii) or (iii), on or before the date specified in Subsection 4.4(b)(ii) or (iii), as the case may be (each, a “Prepayment Date”). Once given, such notice shall be irrevocable and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided that in the last sentence of this Subsection 4.4(d)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment and the Prepayment Date. The Borrower (in its sole discretion) may give each Lender the option (in its sole discretion) to elect to decline any such payment prepayment by giving notice of such election in writing to the Administrative Agent by 11:00 A.M., New York City time, on the date that is three Business Days prior to the Prepayment Date. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender may, at the option of the Borrower, be first applied to the installments thereof due payment or prepayment of Indebtedness, including any Junior Debt, or otherwise be retained by the Borrower and its Restricted Subsidiaries and/or applied by the Borrower or any of its Restricted Subsidiaries in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity)any manner not inconsistent with this Agreement. (e) Amounts prepaid on account of Term Loans pursuant to subsection 4.2(aSubsection 4.4(a), (b) or 4.2(b(h) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2Subsection 4.4, if at any time any prepayment of the Term Loans pursuant to subsection 4.2(b), Subsection 4.4(a) or 4.2(g(b) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 Subsection 4.12 as a result of Eurocurrency Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially (i) deposit a portion (up to 100100.0%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Eurodollar Loans not immediately prepaid) ), to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, Agent with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower) or (ii) make a prepayment of the Term Loans in accordance with Subsection 4.4(a) with an amount equal to a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans (which prepayment, together with any deposits pursuant to clause (i) above, must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid); provided that, in the case of either clause (i) or (ii) above, such unpaid Eurocurrency Eurodollar Loans shall continue to bear interest in accordance with subsection Subsection 4.1 until such unpaid Eurocurrency Eurodollar Loans or the related portion of such Eurocurrency Eurodollar Loans, as the case may be, have or has been prepaid. In addition, if the Borrower reasonably determines in good faith that any amounts attributable to Foreign Subsidiaries that are required to be applied to prepay Term Loans pursuant to Subsection 4.4(b) would result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries, then the Borrower shall not be required to prepay such amounts as required thereunder; provided that the Borrower shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without incurring material adverse tax consequences. (g) Notwithstanding anything to the contrary herein, this Subsection 4.4 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in subsection 4.2(bany new classes or tranches of Term Loans added pursuant to Subsections 2.6 and 2.8, as applicable, or pursuant to any other credit or letter of credit facility added pursuant to Subsection 2.6 or 11.1(e). (h) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing, the Borrower may prepay the outstanding Term Loans on the following basis: (i) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Subsection 4.4(h); provided that the Borrower shall not initiate any action under this Subsection 4.4(h) in order to make a Discounted Term Loan Prepayment unless (1) at least ten Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender. Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), 4.2(d(2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent or 4.6any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount nondisclosure of the Loans Excluded Information. Each Lender participating in full, any Discounted Term Loan Prepayment further acknowledges that the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall Excluded Information may not be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond available to the Administrative Agent within or the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish other Lenders. Any Term Loans prepaid pursuant to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (ithis Subsection 4.4(h) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, immediately and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lendersautomatically cancelled.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans any Borrowing requested by Xxxxxxxx that was made to itit by the applicable Lenders (other than Swing Line Loans), in whole or in part, upon (i) at least three Business Days’ prior notice in the case of SOFR Loans and (ii) notice on the Business Day of such prepayment in respect of ABR Loans, in each case to the Administrative Agent before 1:00 p.m., New York City time, on the relevant date; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $500,000. (b) Optional prepayments of Loans shall be allocated to any Class or Classes of Loans as determined by Borrower, and failing such determination shall be allocated pro rata among the Loans and, in each case with respect to Term Loans, shall be applied against the remaining scheduled installments of principal due in respect of such Term Loans as directed by Xxxxxxxx (and failing such direction, shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of applicable Class or Classes in the direct order of maturity thereof). (c) Borrower may, upon, subject to clause (e) below, written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of Base Rate Loans$500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify, in the case of any prepayment of Loans, specify the date and amount of such prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (bd) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on or after the Effective Maturity Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(iwith respect thereto), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject promptly prepay or cause to subsection 4.2(c) below, be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the Loans L/C Obligations in an aggregate amount equal to such excess (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except thator, in the case of clauses (y) and (z)a Maturity Date, if any back-stop such Net Cash Proceeds are eligible to be reinvested in accordance L/C Obligations with the definition a letter of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered credit reasonably satisfactory to the Administrative Agent in accordance with applicable L/C Issuer or have such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans L/C Obligations deemed reissued under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied another agreement reasonably acceptable to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturityapplicable L/C Issuer); provided that any such payment may, at Borrower shall not be required to Cash Collateralize the option L/C Obligations pursuant to this Section 2.14(d) unless after the prepayment in full of the Borrower, be first applied to Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the installments thereof due aggregate Revolving Credit Commitments then in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity)effect. (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding Each notice of prepayment shall specify the foregoing provisions of this subsection 4.2, if at any time any prepayment of date and the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred Class and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the principal amount of such Eurocurrency Loans not immediately prepaideach Borrowing (or portion thereof) to be held as security for prepaid, shall be irrevocable (provided, that such prepayment may be conditioned upon the obligations occurrence of certain events and revocable in the event that such events do not occur on the applicable date or dates) and shall commit Borrower to make prepay such prepayment pursuant to a cash collateral agreement to be entered into Borrowing by the amount stated therein on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as stated therein. All prepayments under this Section 2.14 shall be requested subject to Sections 2.14(d) and 2.18, but shall otherwise be without premium or penalty. All prepayments under this Section 2.14 shall be accompanied by the Borrower); provided that, such accrued and unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay on the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide be prepaid to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after but excluding the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenderspayment.

Optional and Mandatory Prepayments. (a) The Subject to Section 2.14, the Borrower may may, at any time and from ------------ time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itLoans, in whole or in part, without premium or penalty; provided that such , together with accrued interest thereon and, if the Borrower prepays all the Loans then outstanding and terminate the Commitments utilizing, directly or indirectly, loans from a financial institution or proceeds from any public offering or private placement of debt or equity securities, upon at least three (3) Business Days' irrevocable written notice must be received by to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specifyAgent, in the case of any prepayment of Loans, specifying the date and amount of prepayment. Upon prepayment and whether the receipt prepayment is of any such notice LIBOR Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the Administrative Agent shall promptly notify each affected Lender thereofamount allocable to each. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and Section 2.14, accrued interest to such date ------------ on the amount prepaidprepaid any outstanding fees and expenses then due and owing. Notwithstanding the foregoingSo long as no Event of Default has occurred and is continuing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial partial prepayments of the Loans pursuant shall be applied, to this subsection principal of the Loans selected by the Borrower or, if the Borrower does not make such a selection, by the Agent in its reasonable discretion. If any Event of Default shall have occurred and is continuing, any prepayments hereunder shall be applied to in the respective installments of principal thereof as directed manner determined by Agent and the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Lenders. Partial prepayments pursuant to this subsection 4.2(a) shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof500,000. (b) If on or after the Effective Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the The Borrower shall prepay, in accordance with subsection 4.2(d) but subject deliver to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of Agent any such Indebtedness, 100% of the Net Cash Disposition Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and within three (23) the last day Business Days of the period within which receipt thereof (together with a certificate in reasonable detail setting forth the calculation of such election is required to be delivered Net Disposition Proceeds) for application in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders manner set forth in Section 9the next sentence. Any Net Disposition Proceeds shall be applied to principal of the Loans selected by the Borrower or, if the Borrower does not make such a selection, by the Agent in its reasonable discretion. (c) To The Borrower shall deliver to the extent provided Agent any Net Insurance Proceeds of the Borrower within three (3) Business Days of the receipt thereof for application in the documentation applicable thereto, manner set forth in the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the next sentence. Any Net Cash Insurance Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to principal of the Loans shall be reduced selected by the portion of Net Cash Proceeds required to Borrower or, if the Borrower does not make corresponding mandatory prepayments of such a selection, by the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepaymentAgent in its reasonable discretion. (d) Subject to subsection 4.2(c) above, prepayments Each prepayment of Loans pursuant to subsection 4.2(b) this Section 2.4 shall be applied ----------- accompanied by payment in full of all accrued interest thereon, to prepay Loans pro rata and including the date of such prepayment, and any additional amounts owing pursuant to the respective installments of principal thereof (excluding from such calculation the final payment Section 2.14 and any outstanding fees and expenses then due at maturity); provided that any such payment may, at the option and owing. Amounts ------------ prepaid on account of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) Loans may not be reborrowed. (fe) Notwithstanding If, pursuant to the foregoing provisions of this subsection 4.2, if at any time any prepayment terms of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Black Label Agency Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid Indebtedness or other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations liabilities of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to are assumed by, or the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter assets of the last day of an Interest Period with respect Borrower are purchased by or otherwise transferred to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amountTeleCorp Acquisition Sub, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of Commitments shall automatically and immediately terminate and the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(bhereunder (with accrued interest thereon) or 4.2(d) above, on the date specified in and all other amounts owing under this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof Agreement and the Administrative Agent Notes shall prepare immediately become due and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenderspayable.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itLoans, in whole or in part, without premium or penalty; provided that such , upon at least one Business Day’s prior written or fax notice must be received (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent before 12:30 p.m., New York City time; provided, however, that each partial optional prepayment shall be in an amount that is an integral multiple of $1,000,000 and not later less than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof$5,000,000. If any such notice is givengiven by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (b) In the event and on each occasion at any time on or prior to the date on which any Loans or Increasing Rate Exchange Notes commence to accrue interest at a rate per annum equal to the Interest Rate Cap (the “Mandatory Prepayment Termination Date”) that (a) a Specified Equity Issuance occurs or (b) the Borrower incurs or issues any Specified Indebtedness, together with the Borrower shall promptly, but in any event within five Business Days after the receipt thereof by the Borrower or any Parent, apply 100% of the Net Proceeds therefrom to prepay outstanding Loans. (if a Eurocurrency Loan is prepaid c) If the Borrower shall optionally redeem any Exchange Notes (other than at any Fixed Rate Exchange Notes) pursuant to the end terms of the Interest Period applicable theretoExchange Note Indenture, then the Borrower shall, promptly, but in any event within five Business Days after such redemption, prepay Loans on a pro rata basis with the Exchange Notes so redeemed. (d) any amounts payable pursuant All optional and mandatory prepayments under this Section 2.04 shall be subject to subsection 4.10 Section 3.02 but otherwise without premium or penalty. All optional and mandatory prepayments under this Section 2.04 shall be accompanied by accrued and unpaid interest to such date on the principal amount prepaid. to be prepaid to, but excluding, the date of payment. (e) Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(aSection 2.04(a) if such prepayment would have resulted from a refinancing of all of the Loans, which refinancing shall not have been be consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofdelayed. (b) If on or after the Effective Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenders.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itLoans, in whole or in part, without premium or penalty; provided that penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of EurodollarSOFR Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three U.S. Government Securities Business Days’ irrevocable notice must be received by to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specifyAgent, in the case of any prepayment of Loans, specifying the date and amount of prepaymentprepayment and whether the prepayment is of EurodollarSOFR Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a an aggregate principal amount of at least $1,000,000 or a whole an integral multiple of $500,000 100,000 in excess thereof. (b) If on The Borrower may at any time and from time to time prepay, without premium or after the Effective Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money penalty (other than Indebtedness permitted any amounts payable pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with 3.11 if such prepayment to be is of Multicurrency Loans and is made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) day other than the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then), the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Multicurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return upon at least three Business Days’ irrevocable notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within specifying the allotted date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof. (c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or indicate demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and excess. (i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate amount thereof necessary to prepay that portion Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding relevant principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in respect currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of which all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and that any such excess is eliminated. (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary Each prepayment of the Loans pursuant to this subsection 4.2(a3.1(c) shall be accompanied by the payment of unpaid accrued interest on the principal amount so prepaid and any amounts payable under subsection 3.11 in connection with such prepayment. - 44 - (iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that portion would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Prepayment Amount not accepted by the relevant LendersExchange Rate in effect on such Business Day.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itLoans, in whole or in part, without premium or penalty; provided that such , upon at least one Business Day's prior written or fax notice must be received (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent before 12:30 p.m., New York City time; provided, however, that each partial optional prepayment shall be in an amount that is an integral multiple of $1,000,000 and not later less than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof$5,000,000. If any such notice is givengiven by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (b) In the event and on each occasion at any time on or prior to the date on which any Loans or Increasing Rate Exchange Notes commence to accrue interest at a rate per annum equal to the Interest Rate Cap (the "MANDATORY PREPAYMENT TERMINATION DATE") that (a) a Specified Equity Issuance occurs or (b) the Borrower incurs or issues any Specified Indebtedness, together with the Borrower shall promptly, but in any event within five Business Days after the receipt thereof by the Borrower or any Parent, apply 100% of the Net Proceeds therefrom to prepay outstanding Loans. (if a Eurocurrency Loan is prepaid c) If the Borrower shall optionally redeem any Exchange Notes (other than at any Fixed Rate Exchange Notes) pursuant to the end terms of the Interest Period applicable theretoExchange Note Indenture, then the Borrower shall, promptly, but in any event within five Business Days after such redemption, prepay Loans on a pro rata basis with the Exchange Notes so redeemed. (d) any amounts payable pursuant All optional and mandatory prepayments under this Section 2.04 shall be subject to subsection 4.10 Section 3.02 but otherwise without premium or penalty. All optional and mandatory prepayments under this Section 2.04 shall be accompanied by accrued and unpaid interest to such date on the principal amount prepaid. to be prepaid to, but excluding, the date of payment. (e) Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(aSection 2.04(a) if such prepayment would have resulted from a refinancing of all of the Loans, which refinancing shall not have been be consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofdelayed. (b) If on or after the Effective Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenders.

Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto (or at other times with the payment of applicable breakage costs), in the case of Eurodollar Loans, or at any time and from time to time, upon notice to in the Administrative Agent pursuant to delivery to the Administrative Agent case of a Notice of Loan PrepaymentAlternate Base Rate Loans, prepay the Loans made to itLoans, in whole or in part, without premium or penalty; provided that such , upon at least four Business Days' irrevocable notice must be received by to the Administrative Agent not later than Agent, specifying (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepaymentprepayment and (ii) whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding prepaid in the foregoing, the Borrower may rescind or postpone any notice case of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof. (b) If on or Subject to subsection (d) below, at any time after the Effective Closing Date (i) that the Co-Borrower, the Borrower or any of its Restricted Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted receive cash Net Equity Proceeds from any issuance or sale of Capital Stock or i-shares or Net Proceeds from any issuance or sale of debt securities issued by the Borrower or its Restricted Subsidiaries pursuant to subsection 8.2existing or future Senior Subordinated Notes Indentures or any senior notes indentures, the Borrower shall repay the Loans on the date such proceeds are received in an amount equal to 100% of such cash Net Equity Proceeds or Net Proceeds, as the case may be. (c) pursuant At any time the General Partner, the Borrower or any Restricted Subsidiary of the Borrower shall receive net proceeds from any Purchase Price Adjustment, the Borrower shall repay the Loans on the date such proceeds are received in an amount equal to a public offering or private placement or otherwise100% of such net proceeds. (d) For purposes of Section 4.1(b), (ii) Net Equity Proceeds of any of the following issuances of Capital Stock by the Borrower or any of its Restricted Subsidiaries shall make an Asset Sale pursuant not be required to subsection 8.6(i), be applied in prepayment of the Loans: (i) issuances in connection with the Equity Investment; (ii) issuances upon the exercise of any options or warrants to purchase equity securities of the Borrower or its Restricted Subsidiaries; (iii) a Recovery Event occurs or issuances to the management of (ivA) the Borrower or any (B) its Restricted Subsidiaries; (iv) issuances made in connection with an acquisition directly to the seller of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, the assets being acquired in each case, such acquisition; or (v) issuances to the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9its Restricted Subsidiaries. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenders.

Optional and Mandatory Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower may to the Agent, at any time and or from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time voluntarily prepay the Loans made to itoutstanding amount of the Term Loan, in whole or in part, without premium or penaltytogether with the Applicable Premium in respect of the principal amount so prepaid; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (iA) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans the Term Loan, and (ii) 1:00 p.m. on any prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or, if less, the date entire principal amount of prepayment of Base Rate Loansthe Term Loan then outstanding. Each such notice shall specify, in the case of any prepayment of Loans, specify the date and amount of such prepayment. Upon the receipt of any such notice the Administrative The Agent shall will promptly notify each affected Lender thereofof its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If any such notice is givengiven by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (if . Any prepayment of a Eurocurrency LIBOR Rate Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if Each such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal outstanding amount of $1,000,000 or a whole multiple the Term Loan of $500,000 the Lenders in excess thereofaccordance with their respective Applicable Percentages. (b) If on or No later than the fifth (5th) Business Day after the Effective Date date on which financial statements are due pursuant to Section 6.01(a) for each Fiscal Year, beginning with the Fiscal Year ending February 1, 2020 (ibut only for the last three fiscal quarters of such first Fiscal Year), the Borrowers shall prepay the Term Loan in an amount equal to seventy five percent (75.0%) of Consolidated Excess Cash Flow for such Fiscal Year minus, in each case and in the manner set forth in the Consolidated Excess Cash Flow Certificate, voluntary prepayments of the Term Loan and ABL Indebtedness (to the extent accompanied by a permanent reduction in commitments in respect thereof) made during such Fiscal Year by any Borrower pursuant to the terms and conditions herein, together with the Applicable Premium in respect of the principal amount so prepaid; provided, that no prepayment of the Term Loan shall be required under this Section 2.05(d) with respect to any Fiscal Year to the extent that the Net Senior Secured Leverage Ratio for such Fiscal Year is less than 2.50 to 1.00; and provided, further that the Payment Conditions under and as defined in the ABL Credit Agreement as of the date hereof shall be satisfied pursuant to Section 7.07 thereof prior to the prepayment of the Term Loans pursuant to this paragraph (b), and to the extent a prepayment under this clause (b) is not made as a result of this proviso, such prepayment due pursuant to this clause (b) shall be made when the Payment Conditions under and defined in the ABL Credit Agreement as of the date hereof are satisfied. (c) No later than two (2) Business Days following the date of receipt by any Loan Party or any of its Subsidiaries shall incur of the Net Proceeds from the issuance or sale of any Indebtedness for borrowed money (other than the Net Proceeds of Permitted Indebtedness), the Borrowers shall prepay the Term Loan, in an amount equal to one hundred percent (100%) of the Net Proceeds of such issuance or sale, together with the Applicable Premium in respect of the principal amount so prepaid; (d) [Reserved.] (e) The Borrowers shall prepay the Term Loan in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, together with the Applicable Premium in respect of the principal amount so prepaid; provided, that any Net Proceeds received by a Loan Party on account of a Prepayment Event that are actually applied to the permanent prepayment (to the extent accompanied by a permanent reduction in commitments in respect thereof) of the ABL Indebtedness permitted in accordance with Section 2.05(e) of the ABL Credit Agreement shall not be required to be used to prepay the Term Loan. (f) Prepayments made by the Borrowers pursuant to subsection 8.2Sections 2.05 shall be applied ratably to the outstanding amount of the Term Loan and the Applicable Premium due in connection therewith, until the Term Loan and all Applicable Premium due in connection with the prepayment thereof is paid in full, and thereafter, shall be applied to any remaining outstanding Obligations in such order as set forth in Section 8.03. (g) pursuant Upon the occurrence of an Applicable Premium Trigger Event, the Borrowers shall pay to Agent, for the ratable account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a public offering or private placement result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loan was prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.05(g) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Borrowers and the other Loan Parties agree that it is reasonable under the circumstances currently existing. THE BORROWERS AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. The Borrowers and the other Loan Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Borrower or any of its Subsidiaries Applicable Premium shall make an Asset Sale pursuant to subsection 8.6(i)be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a Recovery Event occurs or course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Borrower or any of its Subsidiaries Loan Parties shall enter into a Sale and Leaseback Transaction, then, be estopped hereafter from claiming differently than as agreed to in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereofthis Section 2.05(g), (yv) in their agreement to pay the case of any such Asset Sale or Recovery Event, 100% of Applicable Premium is a material inducement to the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with Lenders to provide the terms thereofTerm Loan, and (zvi) in the case of any such Sale Applicable Premium represents a good faith, reasonable estimate and Leaseback Transaction, 100% calculation of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition lost profits or damages of the term “Reinvested Amount” in subsection 1.1 Lenders and that it would be impractical and extremely difficult to ascertain the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier actual amount of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered damages to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and Lenders or profits lost by the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaidany Applicable Premium Trigger Event. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenders.

Optional and Mandatory Prepayments. (a) The Subject to Section ---------------------------------- ------- 2.19, the Borrower may may, at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itLoans, in whole or in part, without premium or penalty; provided that such , upon at least five Business Days' irrevocable written notice must be received by to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specifyAgent, in the case of any prepayment of Loans, specifying the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and Section 2.19, accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone prepaid and any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed------------ outstanding fees and expenses then due and owing. Partial prepayments of the Revolving Credit Loans pursuant to this subsection shall be applied to the respective Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its written notice to the Administrative Agent in which case the Revolving Credit Commitments shall be reduced in the manner set forth in Section 2.5(a). -------------- Partial prepayments of the Term Loans shall be applied first, pro rata, to all ----- scheduled installments of principal thereof as directed by of the Term A Loans and the Term B Loans in the inverse order of their scheduled maturities and second, if the Term A Loans ------ and Term B Loans shall have been repaid in full, to the Revolving Credit Loans (with a concomitant pro rata reduction in the scheduled reductions of the Revolving Credit Commitments); provided that any optional prepayment of the -------- Revolving Credit Loans shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its prepayment written notice (as determined at to the Borrower’s sole election Administrative Agent. Amounts prepaid on account of the Term A Loans and discretion)the Term B Loans or to reduce the Revolving Credit Commitments may not be reborrowed. Partial prepayments pursuant to this subsection 4.2(a) shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof. (b) If on or With respect to any fiscal year of the Borrower, commencing with the fiscal year ending July 31, 1999, not later than 120 days after the Effective Date (i) the Borrower or any end of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each casefiscal year, the Borrower shall prepayprepay an amount equal to 50% of the Excess Cash Flow for such fiscal year which prepayment shall be applied first, pro ----- rata, to all scheduled installments of principal of the Term A Loans and the Term B Loans and second, if the Term A Loans and Term B Loans have been repaid ------ in full, to the Revolving Credit Loans (with a concomitant pro rata reduction in the scheduled reductions of the Revolving Credit Commitments). Each prepayment of the Loans pursuant to this Section 2.9(b) shall be accompanied by payment in -------------- full of all accrued interest thereon, to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.19 ------------ and any outstanding fees and expenses due and owing. (c) If, in any fiscal year, the Borrower receives any Net Disposition Proceeds in excess of $2,000,000 in the aggregate, the Borrower shall, within three Business Days, deliver such excess to the Administrative Agent (together with a certificate in reasonable detail setting forth the calculation of such Net Disposition Proceeds) for application in the manner set forth in the next sentence. Any Net Disposition Proceeds shall be applied first, pro rata to all ----- --- ---- scheduled installments of principal of the Term A Loans and Term B Loans, and second, if the Term A Loans and Term B Loans have been repaid in full to the ------ Revolving Credit Loans (with a concomitant pro rata reduction in the scheduled reductions of the Revolving Credit Commitments). (d) The Borrower shall deliver to the Administrative Agent any Net Insurance Proceeds within three Business Days of the receipt thereof for application in the manner set forth in the next sentence; provided that the -------- Borrower, by written notice to the Administrative Agent delivered within such three Business Day period (together with a certificate in reasonable detail setting forth the calculation of such Net Insurance Proceeds), may elect to defer applying such Proceeds in such manner if and only if (i) concurrent with such notice, such deferred proceeds are applied to repay the Revolving Credit Loans (with a concomitant temporary reduction in the Revolving Credit Commitments), and (ii) within 180 days after receipt by the Administrative Agent of such deferred proceeds, the Borrower, subject to Section 2.5 and Section 2.9 ----------- ----------- (a), (b), (c), and (e), shall obtain Revolving Credit Loans for purposes of --- --- --- --- acquiring replacement Post Production Assets, (it being understood that (A) upon expiration of such 180 day period, any portion of such deferred proceeds that has not been utilized by the Borrower as a Revolving Credit Loan to acquire replacement Post Production Assets shall be applied in accordance with subsection 4.2(dthe next succeeding sentence, (B) but subject to subsection 4.2(cSection 2.5 and Section 2.9 (a), (b), (c), ----------- ----------- --- --- --- and (e), (1) belowthe Revolving Credit Commitments, upon each disbursement of such --- deferred proceeds as a Revolving Credit Loan for purposes of acquiring replacement Post Production Assets, shall be restored by the amount of such disbursement and (2) upon application of such proceeds in accordance with the next succeeding sentence and subject to the limitations set forth therein, to the extent not previously done, the Revolving Credit Commitments shall be restored and (C) if any Default shall occur during such 180 day period, the Administrative Agent may, in its discretion, and shall, if directed by the Required Lenders, apply such deferred proceeds as a mandatory prepayment in accordance with the next sentence and the Borrower shall be deemed to have requested Revolving Credit Loans in an amount equal to such deferred proceeds (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenders.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, optionally prepay the Loans made to itprincipal of Loans, in whole or in part, without premium or penalty; provided that such notice must be received by the Administrative Agent not later than at any time, (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansthe Prime Rate Revolving Credit Portion or the Prime Rate Term Loan Portion, the date without penalty or premium and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (b) If on or after the Effective Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale prepayment of any Libor Revolving Credit Portion or Recovery EventLibor Term Loan Portion, 100% accompanied by any payment(s) required by Section 1.6 above. The Borrower shall specify whether it is prepaying the Revolving Credit Loans or the Term Loan. All prepayments of the Net Cash Proceeds thereof minus any Reinvested Revolving Credit Loans shall first be applied to the Prime Rate Revolving Credit Portion and then to the Libor Revolving Credit Portion. All prepayments of the Term Loan shall first be applied to the Prime Rate Term Loan Portion and then to the Libor Term Loan Portion. No prepayments of the Term Loan may be reborrowed. Amounts in accordance with prepaid prior to the Revolving Credit Loan Termination Date on account of the Revolving Credit Loans may, upon the terms thereofand subject to the conditions of this Agreement, be reborrowed prior to such Revolving Credit Termination Date. (b) Borrower shall make any payments or prepayments required by Section 4.3 below or by any provision of any other applicable Financing Document. Without limiting the generality of the foregoing, the Borrower acknowledges and agrees to any provisions of the Mortgage with respect to the payment or prepayment of the Term Loan. (zc) Pursuant to Section 1.8 below, all payments with respect to Receivables or other Collateral shall be applied to the mandatory prepayment of the Revolving Credit Loans (and, if there is an Event of Default, the Term Loan). All such prepayments shall first be applied to the Prime Rate Revolving Credit Portion and then to the LIBOR Revolving Credit Portion (and, in the case of any such Sale and Leaseback Transaction, 100% a prepayment of the Net Cash Proceeds thereof minus Term Loan, first to the Prime Rate Term Loan Portion and then to the Libor Term Loan Portion). (d) To the extent that at any Reinvested Amountstime the aggregate unpaid principal amount of the Revolving Credit Loans shall exceed the Borrowing Base or otherwise shall exceed the Revolving Credit Maximum Amount, in each case the Borrower shall immediately prepay the Revolving Credit Loans (with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrowerexcess); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make specify in writing that a voluntary prepayment of the Loans is being made pursuant to subsection 4.2(a) with that portion of this Section 1.7(d). Section 9. The following new Section 2.19 to the Prepayment Amount not accepted by the relevant Lenders.Credit Agreement is hereby added in its entirety after Section 2.18 and before Article 3:

Optional and Mandatory Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower may to the Agent, at any time and or from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time voluntarily prepay the Loans made to itoutstanding amount of the Term Loan, in whole or in part, without premium or penaltytogether with the Applicable Premium in respect of the principal amount so prepaid; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (iA) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans the Term Loan, and (ii) 1:00 p.m. on any prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or, if less, the date entire principal amount of prepayment of Base Rate Loansthe Term Loan then outstanding. Each such notice shall specify, in the case of any prepayment of Loans, specify the date and amount of such prepayment. Upon the receipt of any such notice the Administrative The Agent shall will promptly notify each affected Lender thereofof its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If any such notice is givengiven by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (if . Any prepayment of a Eurocurrency LIBOR Rate Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if Each such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal outstanding amount of $1,000,000 or a whole multiple the Term Loan of $500,000 the Lenders in excess thereofaccordance with their respective Applicable Percentages. (b) If on or after [Reserved]. (c) No later than two (2) Business Days following the Effective Date (i) the Borrower date of receipt by any Loan Party or any of its Subsidiaries shall incur of the Net Proceeds from the issuance or sale of any Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any Net Proceeds of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(iPermitted Indebtedness), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries Borrowers shall enter into a Sale and Leaseback Transactionprepay the Term Loan, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to one hundred percent (x100%) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereofof such issuance or sale, (y) together with the Applicable Premium in the case of any such Asset Sale or Recovery Event, 100% respect of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance principal amount so prepaid; (d) No later than the fifth (5th) Business Day after the date on which financial statements are due pursuant to Section 6.01(a) for each Fiscal Year, beginning with the terms thereofFiscal Year ending January 27, and 2018, the Borrowers shall prepay the Term Loan in an amount equal to seventy five percent (z75.0%) in the case of any Consolidated Excess Cash Flow for such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested AmountsFiscal Year minus, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders manner set forth in Section 9. (c) To the extent provided in the documentation applicable theretoConsolidated Excess Cash Flow Certificate, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory voluntary prepayments of the term loans under Term Loan and ABL Indebtedness (to the Existing GPI Facilities and extent accompanied by a permanent reduction in commitments in respect thereof) made during such Fiscal Year by any other pari passu Indebtedness incurred Borrower pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding the terms and conditions herein, together with the Applicable Premium in respect of the principal amount so prepaid; provided, that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) no prepayment of the Term Loan shall be applied required under this Section 2.05(d) with respect to prepay Loans pro rata any Fiscal Year to the respective installments of principal thereof (excluding from extent that the Senior Secured Leverage Ratio for such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied Fiscal Year is less than 4.00 to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity)1.00. (e) Amounts prepaid pursuant The Borrowers shall prepay the Term Loan in an amount equal to subsection 4.2(a)the Net Proceeds received by a Loan Party on account of a Prepayment Event, or 4.2(btogether with the Applicable Premium in respect of the principal amount so prepaid; provided, that any Net Proceeds received by a Loan Party on account of a Prepayment Event that are actually applied to the permanent prepayment of the ABL Indebtedness in accordance with Section 2.05(e) may of the ABL Credit Agreement shall not be reborrowedrequired to be used to prepay the Term Loan. (f) Notwithstanding Prepayments made by the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans Borrowers pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect Sections 2.05 shall be applied ratably to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal outstanding amount of the Loans Term Loan and the Applicable Premium due in connection therewith, until the Term Loan and all Applicable Premium due in connection with the prepayment thereof is paid in full, the Borrower willand thereafter, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lendersany remaining outstanding Obligations in such order as set forth in Section 8.03.

Optional and Mandatory Prepayments. Mandatory Reductions of ----------------------------------------------------------- Commitments. ----------- (a) The Borrower may Subject to Section 4.4, each Company may, at any time and or from ----------- time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, ratably prepay the Syndicated Loans made to it, or L/C Borrowings in whole or in part, without premium or penalty; provided that in the Minimum Tranche. The Company prepaying such Loans shall deliver a notice must of prepayment to be received by the Administrative Agent not later than 11:00 a.m. (Charlotte time) (i) 1:00 p.m. at least three Business Days prior in advance of the prepayment date if the Syndicated Loans to any date of prepayment of Eurocurrency be prepaid are LIBOR Rate Loans and (ii) 1:00 p.m. on the prepayment date of prepayment of if the Syndicated Loans or L/C Borrowings to be prepaid are Base Rate Loans. Each such Such notice of prepayment shall specify, in the case of any prepayment of Loans, specify the date and amount of prepaymentsuch prepayment and the Type(s) of Syndicated Loans or L/C Borrowings to be prepaid. Upon Such notice shall not thereafter be revocable by the Companies and the Agent will promptly notify each Bank of its receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereofnotice, and of such Bank's Pro Rata Share of such prepayment. If any such notice is givengiven by a Company, such Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to each such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone prepaid and any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans amounts required pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Section ------- 4.4. Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.--- (b) If The Companies shall repay the Term Loans on or after the Effective Date dates and in the amounts set forth on Schedule V. ---------- (c) The Companies shall repay the Revolving Loan Outstandings as provided in the last sentence of Section 2.1 (a). --------------- (d) In addition to the required payments described in Section 2.9(b) -------------- and (c), the Companies shall make the following mandatory prepayments of the ------- Obligations, reductions of the Revolving Commitments and the L/C Commitments and the Cash Collateralization of the L/C Obligations, to be applied as provided in Section 2.10, each such ------------ payment to be made to the Agent for the benefit of the Banks within the time period specified below: (i) the Borrower Companies shall prepay an amount equal to 90% of Net Proceeds, each such prepayment or other reduction to be made within 30 days of receipt of such proceeds; a Company shall give not less than five (5) Business Days written notice to the Agent of such prepayment, which notice shall include a certificate of a Responsible Officer of Danka PLC setting forth in reasonable detail the calculations utilized in computing the amount of such prepayment or other reduction; (ii) an amount equal to 100% of the Net Issuance Proceeds in connection with any issuance of Indebtedness other than Indebtedness permitted to be outstanding pursuant to Section 8.13 (it being understood ------------ that any such issuance shall be subject to receiving the consent of the Majority Banks), each such prepayment shall be made within 30 days of receipt of such proceeds; (iii) an amount equal to 100% of any Net Equity Proceeds, each such prepayment to be made within 30 days of receipt of such proceeds; (iv) in the event that Danka PLC or any of its Subsidiaries shall incur Indebtedness receive any foreign or United States federal or state tax refunds in an amount (for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2each individual tax refund or series of related tax refunds) pursuant to a public offering or private placement or otherwiseof at least $100,000, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereofamount of such tax refunds, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date within 30 days of receipt of any such Net amounts; and (v) an amount equal to fifty percent (50%) of the Excess Cash Proceeds (exceptFlow for each fiscal year ended March 31, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance beginning with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceedsyear ended March 31, 2002, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close June 30/th/ of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenderseach year.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty; provided that such , by giving irrevocable written notice must be received by (or telephonic notice promptly confirmed in writing) to the Administrative Agent not no later than (i) 1:00 in the case of prepayment of any Eurodollar Borrowing, 2:00 p.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Loans and such prepayment, (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansany Base Rate Borrowing, 12:00 noon on the date of such prepayment, (iii) in the case of Swingline Borrowings, prior to 2:00 p.m. on the date of such prepayment and (iv) in the case of payments in any Acceptable Currency other than Dollars, no later than 11:00 a.m. (at the office of the Administrative Agent's account for payments in such currency) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment, the date and principal amount of prepaymenteach Borrowing or portion thereof to be prepaid. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the foregoinglast day of an Interest Period applicable thereto, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans also pay all amounts required pursuant to this subsection shall be applied to the respective installments Section 2.20. Each partial prepayment of principal thereof as directed by the Borrower in its prepayment notice any Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. If the Borrower does not, or is unable for any reason to, effect payment to any Issuing Bank or Lenders in the applicable currency or if the Borrower shall default in the payment when due of any payment in such currency, such Issuing Bank or Lenders may, at their option, require such payment to be made to such Issuing Bank or Lenders in the Dollar Equivalent of such currency determined in accordance with Section 10.15. With respect to any amount due and payable in Euros, Pounds, Australian Dollars or other Acceptable Currencies, the Borrower agrees to hold the Issuing Banks and the Lenders harmless from any losses, if any, that are actually incurred by the Issuing Banks and the Lenders arising from any change in the value of Dollars in relation to such currency between the date such payment became due and the date of payment thereof (other than losses incurred by any such Issuing Bank or Lender due to the gross negligence or willful misconduct of such Issuing Bank or Lender). Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofinstallments as specified by the Borrower. (b) If on or after the Effective Date (i) any date the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money receive Net Cash Proceeds in excess of $10,000,000 in any Fiscal Year from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been delivered previously to the Administrative Agent in respect thereof, such Net Cash Proceeds shall immediately be applied to the prepayment of the Obligations in accordance with clause (other than Indebtedness permitted pursuant d) below; provided, that on each Reinvestment Prepayment Date, an amount equal to subsection 8.2the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of Loans. (c) pursuant to a public offering or private placement or otherwise, (ii) If on any date the Borrower or any of its Subsidiaries shall make an Asset Sale receive Net Cash Proceeds from any equity issuance (other than (i) equity issuances pursuant to subsection 8.6(i)any component of the 2013 Convertible Notes Call Spread Transaction, (ii) equity issuances pursuant to stock incentive plans or other equity award agreements for employees of the Borrower or a Subsidiary and (iii) a Recovery Event occurs or (iv) Investments permitted under Section 7.4 that consist of equity issued on an intercompany basis among the Borrower and its Subsidiaries) or any from the issuance of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereofPermitted Subordinated Debt, and the proceeds thereof are not applied to the making of Capital Expenditures or to an Acquisition permitted herein within ninety (z90) days of such issuance, then in the case of any such Sale and Leaseback Transactionevent, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Obligations in accordance with clause (d) below. (d) Any prepayments made by the Borrower pursuant to Sections 2.13(b) or (c) above shall be applied as follows: first, to Administrative Agent's fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Banks then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and (iiapplied to installments of the Term Loans in inverse order of maturity; fifth, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Collateralize the Letters of Credit in accordance with Section 2.24(g) the aggregate in an amount (if any) in cash equal to the portion LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated topermanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, make unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. Notwithstanding the foregoing, amounts received from any Loan Party that is not a voluntary Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Loan Party. (e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.10 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due and payable under Section 2.20, applied first to Swingline Loans to the full extent thereof, second to Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Loans pursuant Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to subsection 4.2(athe Letters of Credit by depositing cash collateral in an amount equal to such excess plus any accrued and unpaid fees thereon. Such account shall be administered in accordance with Section 2.24(g) with that portion of the Prepayment Amount not accepted by the relevant Lendershereof.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty; provided that such , by giving irrevocable written notice must be received by (or telephonic notice promptly confirmed in writing) to the Administrative Agent not no later than (i) 1:00 in the case of prepayment of any Eurodollar Borrowing, 2:00 p.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Loans and such prepayment, (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansany Base Rate Borrowing, 12:00 noon on the date of such prepayment, (iii) in the case of Swingline Borrowings, prior to 2:00 p.m. on the date of such prepayment and (iv) in the case of payments in any Acceptable Currency other than Dollars, no later than 11:00 a.m. (at the office of the Administrative Agent’s account for payments in such currency) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment, the date and principal amount of prepaymenteach Borrowing or portion thereof to be prepaid. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the foregoinglast day of an Interest Period applicable thereto, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans also pay all amounts required pursuant to this subsection shall be applied to the respective installments Section 2.20. Each partial prepayment of principal thereof as directed by the Borrower in its prepayment notice any Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. If the Borrower does not, or is unable for any reason to, effect payment to any Issuing Bank or Lenders in the applicable currency or if the Borrower shall default in the payment when due of any payment in such currency, such Issuing Bank or Lenders may, at their option, require such payment to be made to such Issuing Bank or Lenders in the Dollar Equivalent of such currency determined in accordance with Section 10.16. With respect to any amount due and payable in Euros, Pounds, Australian Dollars or other Acceptable Currencies, the Borrower agrees to hold the Issuing Banks and the Lenders harmless from any losses, if any, that are actually incurred by the Issuing Banks and the Lenders arising from any change in the value of Dollars in relation to such currency between the date such payment became due and the date of payment thereof (other than losses incurred by any such Issuing Bank or Lender due to the gross negligence or willful misconduct of such Issuing Bank or Lender). Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofinstallments as specified by the Borrower. (b) If on or after the Effective Date (i) any date the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money receive Net Cash Proceeds in excess of $10,000,000 in any Fiscal Year from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been delivered previously to the Administrative Agent in respect thereof, such Net Cash Proceeds shall immediately be applied to the prepayment of the Obligations in accordance with clause (other than Indebtedness permitted pursuant d) below; provided, that on each Reinvestment Prepayment Date, an amount equal to subsection 8.2the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of Loans. (c) pursuant to a public offering or private placement or otherwise, (ii) If on any date the Borrower or any of its Subsidiaries shall make an Asset Sale receive Net Cash Proceeds from any equity issuance (other than equity issuances pursuant to subsection 8.6(i), (iii) a Recovery Event occurs stock incentive plans or (iv) other equity award agreements for employees of the Borrower or any a Subsidiary and Investments permitted under Section 7.4 that consist of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, equity issued on an intercompany basis among the Borrower shall prepay, in accordance with subsection 4.2(dand its Subsidiaries) but subject to subsection 4.2(c) below, or from the Loans in an amount equal to (x) in the case issuance of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereofPermitted Subordinated Debt, and the proceeds thereof are not applied to an Acquisition permitted herein within ninety (z90) days of such issuance, then in the case of any such Sale and Leaseback Transactionevent, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Obligations in accordance with clause (d) below. (d) Any prepayments made by the Borrower pursuant to Sections 2.13(b) or (c) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Banks then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and (iiapplied to installments of the Term Loans in inverse order of maturity; fifth, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Collateralize the Letters of Credit in accordance with Section 2.24(g) the aggregate in an amount (if any) in cash equal to the portion LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated topermanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, make a voluntary unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.10 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due and payable under Section 2.20, applied first to Swingline Loans to the full extent thereof, second to Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Loans pursuant Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to subsection 4.2(athe Letters of Credit by depositing cash collateral in an amount equal to such excess plus any accrued and unpaid fees thereon. Such account shall be administered in accordance with Section 2.24(g) with that portion of the Prepayment Amount not accepted by the relevant Lendershereof.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty; provided that such , by giving irrevocable written notice must be received by (or telephonic notice promptly confirmed in writing) to the Administrative Agent not no later than (i) 1:00 p.m. in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Loans and such prepayment, (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansany Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of prepaymenteach Borrowing or portion thereof to be prepaid. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the foregoinglast day of an Interest Period applicable thereto, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans also pay all amounts required pursuant to this subsection shall be applied to the respective installments Section 2.20. Each partial prepayment of principal thereof as directed by the Borrower in its prepayment notice any Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type 29 pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofinstallments as specified by the Borrower. (b) If on or after the Effective Date (i) any date the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money receive Net Cash Proceeds in excess of $10,000,000 in any fiscal year from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been delivered previously to the Administrative Agent in respect thereof, such Net Cash Proceeds shall immediately be applied to the prepayment of the Obligations in accordance with clause (other than Indebtedness permitted pursuant e) below; provided, that on each Reinvestment Prepayment Date, an amount equal to subsection 8.2the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of Loans. (c) pursuant to a public offering or private placement or otherwise, (ii) If on any date the Borrower or any of its Subsidiaries shall make an Asset Sale receive Net Cash Proceeds from any equity issuance (other than equity issuances pursuant to subsection 8.6(i), (iii) a Recovery Event occurs stock incentive plans or (iv) other equity award agreements for employees of the Borrower or any a Subsidiary and Investments permitted under Section 7.4 that consist of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, equity issued on an intercompany basis among the Borrower shall prepay, in accordance with subsection 4.2(dand its Subsidiaries) but subject to subsection 4.2(c) below, or from the Loans in an amount equal to (x) in the case issuance of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereofPermitted Subordinated Debt, and the proceeds thereof are not applied to an Acquisition permitted herein within ninety (z90) days of such issuance, then in the case of any such Sale and Leaseback Transactionevent, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Obligations in accordance with clause (e) below. (d) Within 15 days after the delivery to the Agent of the annual audited financial statements for any fiscal year of the Borrower, commencing with the 2007 fiscal year, and no later than 90 days after the last day of such fiscal year, Borrower shall immediately prepay the Obligations in accordance with clause (e) below by an amount equal to 50% of Excess Cash Flow for such fiscal year; provided, however, that no such prepayment shall be required if the ratio of Consolidated Total Funded Debt to Consolidated EBITDA as of the last day of such fiscal year is less than 3.50 to 1.0. (e) Any prepayments made by the Borrower pursuant to Sections 2.13(b), (c) or (d) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and (iiapplied to installments of the Term Loans in inverse order of maturity; fifth, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to cash collateralize the Letters of Credit in 30 accordance with Section 2.24(g) the aggregate in an amount (if any) in cash equal to the portion LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated topermanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, make a voluntary unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (f) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.10 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment shall be applied first to Swingline Loans to the full extent thereof, second to Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Loans pursuant to subsection 4.2(a) Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall deposit in an account with that portion the Administrative Agent, in the name of the Prepayment Amount not accepted by Administrative Agent and for the relevant benefit of the Issuing Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the LC Exposure. Such account shall be administered in accordance with Section 2.24(g) hereof.

Optional and Mandatory Prepayments. (a) The Borrower may will have the right at any time to prepay any Borrowing in whole or in part (as directed by the Borrower), subject to the requirements of this Section 2.08(a). Each partial prepayment of any Borrowing shall be in an amount that would be permitted under Section 2.02(b) for such Borrowing. Each prepayment of any Bridge Borrowing shall be accompanied by accrued interest to the extent required by Section 2.10. Each prepayment of any Rollover Borrowing made prior to the Reset Date shall be for an amount equal to the Accreted Value of the Rollover Loans included in such Borrowing, such Accreted Value calculated on the date of such prepayment. (b) Within five Business Days after any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall prepay Loans in a principal aggregate amount equal to such Net Proceeds. (c) On the Bridge Maturity Date, the Borrower shall repay Bridge Loans in a principal aggregate amount equal to the aggregate amount then on deposit in the Escrow Account, less the amount thereof to be applied to pay on such date to pay accrued and from time unpaid interest on the Bridge Loans. (d) If on any date on or after the Rollover Borrowing Date a Change in Control shall occur, the Borrower shall repay in full the Rollover Loans. (e) Each mandatory prepayment of any Rollover Loan Borrowing made prior to the Reset Date (other than a mandatory prepayment pursuant to clause (d)) shall be for an amount equal to the Accreted Value of the Rollover Loans included in such Borrowing, such Accreted Value calculated on the date of such prepayment. Each mandatory prepayment of any Rollover Loan Borrowing made prior to the Reset Date pursuant to clause (d) shall be for an amount equal to 101% of the Accreted Value of the Rollover Loans included in such Borrowing, such Accreted Value calculated on the date of such prepayment. Each mandatory prepayment of any Rollover Loan Borrowing made on or after the Reset Date (other than a mandatory prepayment pursuant to clause (d)) shall be for an amount equal to aggregate principal amount of the Rollover Loans included in such Borrowing. Each mandatory prepayment of any Rollover Loan Borrowing made on or after the Reset Date pursuant to clause (d) shall be for an amount equal to 101% of the aggregate principal amount of the Rollover Loans included in such Borrowing. (f) Before any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to subsection (g) below. (g) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of any Borrowing hereunder (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, upon three Business Days before the date of prepayment and (ii) in the case of a Base Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. (h) Promptly after any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall give written notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to it, in whole or in part, without premium or penalty; provided that such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (b) If on or after the Effective Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms detail reasonably satisfactory to the Administrative Agent, with such cash collateral Agent the method used to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to calculate the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant LendersNet Proceeds.

Optional and Mandatory Prepayments. (a) The Each Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium upon at least three Business Days' prior written or penalty; provided that such telecopy notice must be received by to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date before 11:00 a.m., London time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on CHF 1,000,000. Notwithstanding the date of prepayment of Base Rate Loans. Each such notice shall specifyimmediately preceding sentence, in the case of any prepayment of Loans, the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If agrees that it will (subject to the Authorization Letter) accept from any such Borrower notice is given, by telephone of prepayment by the amount dates and time specified in the immediately preceding sentence, provided that the same is confirmed by such notice shall be due Borrower to the Administrative Agent in writing promptly (and payable in all events on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to same day as such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretiontelephone communication). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (b) If on or after Each notice of prepayment shall specify the Effective Date (i) identity of the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each caseBorrower, the Borrower shall prepay, in accordance with subsection 4.2(dprepayment date and the principal amount of each Borrowing (or portion thereof) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9stated therein. (c) To In the extent provided in event of any termination of all the documentation applicable theretoRevolving Credit Commitments, each Borrower shall on the date of such termination repay or prepay all its outstanding Borrowings. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the term loans under Administrative Agent shall notify the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from Borrowers and the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount Lenders of the prepayment required by subsection 4.2(bAggregate Credit Exposure after giving effect thereto and (ii) required if the Aggregate Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to be applied such reduction, then on the date of such reduction one or more Borrowers shall prepay its or their respective Borrowings in an amount sufficient to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires eliminate such corresponding mandatory prepaymentexcess. (d) Subject to subsection 4.2(c) above, All prepayments pursuant to subsection 4.2(b) under this Section shall be applied subject to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment maySection 3.4, at the option of the Borrower, but shall otherwise be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment without premium or penalty. All prepayments under this Section shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than accompanied by accrued interest on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount being prepaid to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenderspayment.

Optional and Mandatory Prepayments. (a) The Borrower Each of the Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to subsection 4.12, without premium or penalty; provided that such , by irrevocable written notice must be received by the applicable Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days given prior to any date of prepayment 11:00 a.m. (New York time) on the third Business Day prior to such payment (in the case of Eurocurrency Loans and Loans) or prior to 11:00 a.m. (iiNew York time) 1:00 p.m. on the date Business Day prior to such payment (in the case of prepayment of Base Rate ABR Loans). Each such Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid4.12. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the The Revolving Credit Loans pursuant to this subsection shall (unless the Parent Borrower otherwise directs) be applied applied, first, to payment of the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election Revolving Credit Loans then outstanding, and discretion)then, to all other amounts then due and owing hereunder. Partial prepayments pursuant to this subsection 4.2(a4.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple of $500,000 1,000,000, provided that, notwithstanding the foregoing, any Loan may be prepaid in excess thereofits entirety. (b) If on or after the Effective Date (i) On any day on which the Borrower or any Aggregate Lender Exposure outstanding to Puerto Ricancars exceeds the PRUSVI Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), Puerto Ricancars shall prepay on such day the principal of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant Revolving Credit Loans made to subsection 8.2) pursuant it in an amount equal to a public offering or private placement or otherwise, such excess. (ii) On any day on which the Aggregate Lender Exposure outstanding to Parent Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(iexceeds the Domestic Borrowing Base (based on the Borrowing Base Certificate last delivered), the Parent Borrower shall prepay on such day the principal of Revolving Credit Loans made to it in an amount equal to such excess. (iii) a Recovery Event occurs or (iv) On any day on which the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each caseAggregate Lender Exposure outstanding to both Borrowers exceeds the Total Revolving Facility Commitment at such time, the Borrower Borrowers shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, prepay on such day the principal of Revolving Credit Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9excess. (c) To the extent provided in the documentation applicable theretoFor avoidance of doubt, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment Revolving Facility Commitments shall not be on an up to pro rata basis with the Loans then outstanding. In such case correspondingly reduced by the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory any prepayments of the term loans Revolving Credit Loans made under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment4.4(b). (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.24.4, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), 4.4(a) or 4.2(g4.4(b) would result, after giving effect to the procedures set forth in this Agreement, in the any Borrower incurring breakage costs under subsection 4.10 4.12 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the relevant Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially (i) deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with a Lender (which is able to accept deposits and pay interest thereon to the applicable Borrower), for the benefit of the Administrative Agent and Lenders, (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) ), to be held as security for the obligations of the Borrower such Borrowers to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, as applicable, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the such Borrower); provided or (ii) make a prepayment of the Revolving Credit Loans in accordance with subsection 4.4(a) with an amount equal to a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans (which prepayment, together with any deposits pursuant to clause (i) above, must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid), provided, that, in the case of either clause (i) or (ii), such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, Loans have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lenders.

Optional and Mandatory Prepayments. (ai) The Borrower Upon notice given as provided in Section 5b, the Company, at its option, may at any time and prepay the Notes as a whole (or from time to timetime in part in integral multiples of $50,000), upon notice in each case at the principal amount so to be prepaid, without premium, together with interest accrued thereon to the Administrative Agent pursuant date fixed for such prepayment. It is understood that the Company intends to delivery use a portion of the net proceeds of any issuance and sale of equity securities to repay all or a portion of the Notes. It is further understood that the Company's ability to make any such prepayment may be limited or prohibited at any particular time by the terms of the Company's then outstanding Senior Indebtedness. (ii) On the first Interest Payment Date after the anniversary of the Closing Date in 1998, 1999, 2000 and 2001, the Company shall prepay $50,000 in principal amount of the Notes then outstanding, or the entire outstanding principal amount of the Notes if less than $50,000 in principal amount of Notes remains outstanding. (iii) If, on or prior to October 15, 1997, the Company has not executed and delivered to you the Warrant referred to in Section 6f, then on or before October 20, 1997, the Company shall prepay the entire principal amount of the Notes then outstanding. (iv) Upon written request of the holders of 100% of the Notes at the time outstanding, given not less than thirty (30) days prior to the Administrative Agent of a Notice of Loan Prepaymentdates specified in such notice as the prepayment date, the Company shall prepay the Loans made to it, in whole or in part, without premium or penaltyentire principal amount of the notes then outstanding; provided that such notice must shall be received by void and the Administrative Agent not later than Company shall have no such obligation to so prepay the Notes unless (ia) 1:00 p.m. three Business Days prior the Company has legally available funds to any date of make such a prepayment of Eurocurrency Loans in accordance with Section 5b, and (iib) 1:00 p.m. on the date Company is permitted to make such payment pursuant to the terms of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than all Senior Indebtedness at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereoftime outstanding. (bv) If on or after In the Effective Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay event the principal amount of any such prepayment is less than the Loans in fulloutstanding principal amount all of the Notes at the time outstanding, the Borrower will, Company will allocate the principal amount so to be prepaid among all outstanding Notes in lieu of applying such amount proportion to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lendersrespective unpaid principal amounts thereof.

Optional and Mandatory Prepayments. Subject to the Subordination Restrictions: (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepaymentmay, prepay the Term Loans made to it, it in whole or in part, without premium or penalty; provided that such , upon written notice must be received by the Administrative Agent not later than (i) Borrower to the Lender prior to 1:00 p.m. three P.M., New York City time at least two Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loansprepayment. Each such Such notice shall specify, in the case of any prepayment of Loans, specify the date and amount of prepayment. Upon Any such notice may state that such notice is conditioned upon the receipt occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or extended by the Administrative Agent shall promptly notify each affected Borrower (by written notice to the Lender thereofon or prior to the specified effective date) if such condition is not satisfied. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at against the Borrower’s sole election and discretion)outstanding Term Loans. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple of $500,000 1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in excess thereofits entirety (subject to the Subordination Restrictions). (b) If on or after the Effective Closing Date (i) the Borrower or any of its Subsidiaries Subsidiary shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwise, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i7.1), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, (subject to the Subordination Restrictions) prepay in accordance with subsection 4.2(dsubsections 3.4(d) but subject to subsection 4.2(c) belowand (e), the Term Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on or before the fifth Business Day following notice given to the Lender of the Prepayment Date as contemplated by subsection 3.4(e). (c) [Reserved]. (d) Each prepayment of Term Loans pursuant to subsection 3.4(b) or 3.4(c) shall be applied, first, to the accrued interest on the principal amount of Term Loans being prepaid (and fees due on such amount, if any) and, second, to the respective principal amount of the Term Loans being prepaid. (e) The Borrower shall give written notice to the Lender of any mandatory prepayment of the Term Loans no later than 5:00 P.M., New York City time three Business Days prior to the date of receipt of on which such payment is due (any such Net Cash Proceeds date of prepayment, a “Prepayment Date”). Once given, such notice shall be irrevocable and all amounts subject to such notice shall be due and payable on the relevant Prepayment Date as required by this subsection 3.4 (except, in each case, except as otherwise provided in the penultimate sentence of this subsection 4.2(g) and except that3.4(e)). Notwithstanding the foregoing, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii3.4(b) or (e)(iiic), the Borrower (in its sole discretion) may require prepayments from give the Net Cash Proceeds from events triggering prepayments pursuant Lender the option (in its sole discretion) to subsection 4.2(b) above, in which case elect to decline any such prepayment shall be on an up by requiring the Lender to pro rata basis with the Loans then outstanding. In give notice of such case the amount of the election to decline any such prepayment required by subsection 4.2(b) required to be applied in writing to the Loans shall Borrower by 11:00 A.M., New York City time, on the date that is two Business Days prior to the Prepayment Date (or such shorter period as may be reduced agreed to by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of Lender in its reasonable discretion). Any amount so declined by the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment Lender may, at the option of the Borrower, be first applied to the installments thereof due payment or prepayment of Indebtedness or otherwise be retained by the Borrower and its Subsidiaries or applied by the Borrower or any of its Subsidiaries in any manner not inconsistent with this Agreement, including subsection 7.5, and in each case, subject to the next twelve months and, thereafterSubordination Restrictions. To the extent the Lender does not elect to decline such prepayment within the time period set forth above, the remainder of such prepayment Lender shall be allocated and applied pro rata (excluding from deemed to have accepted such calculation the final payment due at maturity)prepayment. (ef) Amounts prepaid on account of Term Loans pursuant to subsection 4.2(a3.4(a), 3.4(b) or 4.2(b3.4(c) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b)and are in each case, or 4.2(g) would result, after giving effect subject to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaidSubordination Restrictions. (g) Notwithstanding anything [Reserved]. For the avoidance of doubt, any optional or mandatory prepayments pursuant to this Agreement shall at all times be subject to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant LendersSubordination Restrictions.

Optional and Mandatory Prepayments. (a) If at any time the aggregate unpaid principal amount of the Revolving Loan exceeds the Commitment, the Borrower shall immediately make a payment in an amount sufficient to reduce such aggregate unpaid principal amount to an amount that is not greater than the Commitment, provided that such prepayment shall be in addition to, not in lieu of, the provisions of the “Collateral Maintenance” section in these Basic Terms. Upon such prepayment by the Borrower, the Lender shall advise the Borrower of, and the Borrower shall immediately pay to the Lender, accrued and unpaid interest at the interest rate set forth herein on the amount of such prepayment of the Revolving Loan to the date of such prepayment. Each prepayment made hereunder shall be applied by the Lender to repayment of the Revolving Loan in such order as the Lender in its sole and absolute discretion shall select. The Borrower may prepay all or any part of the Revolving Loan (other than any LIBO Rate Loan or SWAP Rate Loan) upon at any time and from time to time, upon least two (2) Business Days’ prior written notice to the Administrative Agent pursuant to delivery to Lender, stating the Administrative Agent proposed date and principal amount of a Notice of Loan Prepayment, prepay the Loans made to it, in whole or in partsuch prepayment, without premium or penalty; provided that such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior , together with accrued interest to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of such prepayment of Base on the principal amount prepaid. The Borrower may prepay any LIBO Rate Loans. Each such Loan or SWAP Rate Loan upon at least five (5) Business Days’ prior written notice shall specifyto the Lender, in stating the case of any prepayment of Loans, the proposed date and principal amount of the prepayment. Upon If the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the Borrower shall prepay such outstanding principal amount specified in of such notice shall be due and payable on the date specified thereinLIBO Rate Loan or SWAP Rate Loan, together with (if a) a Eurocurrency Loan is Prepayment Premium on the principal amount prepaid other than at the end of the Interest Period applicable theretoand (b) any amounts payable pursuant to subsection 4.10 and accrued interest to the date of such date prepayment on the principal amount prepaid. Notwithstanding All calculations and determinations by the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing Lender of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments amount of the Loans pursuant to this subsection Prepayment Premium, if made in accordance with its then standard procedures for so calculating or determining such amount, shall be applied to conclusive absent manifest arithmetic error. Each prepayment of the respective installments of principal thereof as directed by the Borrower in its prepayment notice Revolving Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than any LIBO Rate Loan or SWAP Rate Loan) made hereunder shall be in a minimum principal amount of $1,000,000 or a whole 100,000.00 and an integral multiple of $500,000 100,000.00 in excess thereof. . Each prepayment of LIBO Rate Loans or SWAP Rate Loans made hereunder shall be in a minimum principal amount of $500,000.00 and an integral multiple of $100,000.00 in excess thereof. If any prepayment is received by the Lender after 1:00 p.m. (bEastern Time) If or on or after the Effective Date (i) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money (day other than Indebtedness permitted pursuant to subsection 8.2) pursuant to a public offering or private placement or otherwiseBusiness Day, (ii) the Borrower or any of its Subsidiaries shall make an Asset Sale pursuant to subsection 8.6(i), (iii) a Recovery Event occurs or (iv) the Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction, then, in each case, the Borrower shall prepay, in accordance with subsection 4.2(d) but subject to subsection 4.2(c) below, the Loans in an amount equal to (x) in the case of the incurrence of any such Indebtedness, 100% of the Net Cash Proceeds thereof, (y) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts in accordance with the terms thereof, and (z) in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts, in each case with such prepayment to be made on the Business Day following the date of receipt of any such Net Cash Proceeds (except, in each case, as provided in subsection 4.2(g) and except that, in the case of clauses (y) and (z), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in subsection 1.1 and the Borrower has not elected to reinvest such proceeds, such prepayment to be made on the earlier of (1) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (2) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 9. (c) To the extent provided in the documentation applicable thereto, the term loans under the Existing GPI Facilities or other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) may require prepayments from the Net Cash Proceeds from events triggering prepayments pursuant to subsection 4.2(b) above, in which case such prepayment shall be on an up to pro rata basis with the Loans then outstanding. In such case the amount of the prepayment required by subsection 4.2(b) required to be applied to the Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of the term loans under the Existing GPI Facilities and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(ii) or (e)(iii) then outstanding that requires such corresponding mandatory prepayment. (d) Subject to subsection 4.2(c) above, prepayments pursuant to subsection 4.2(b) shall be applied to prepay Loans pro rata to the respective installments of principal thereof (excluding from such calculation the final payment due at maturity); provided that any such payment may, at the option of the Borrower, be first applied to the installments thereof due in the next twelve months and, thereafter, the remainder of such prepayment shall be allocated and applied pro rata (excluding from such calculation the final payment due at maturity). (e) Amounts prepaid pursuant to subsection 4.2(a), or 4.2(b) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this subsection 4.2, if at any time any prepayment of the Loans pursuant to subsection 4.2(b), or 4.2(g) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under subsection 4.10 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary in subsection 4.2(b), 4.2(d) or 4.6, with respect to the amount of any mandatory prepayment described in subsection 4.2 (such amount, the “Prepayment Amount”), at any time when the Prepayment Amount is not sufficient to repay the principal amount of the Loans in full, the Borrower will, in lieu of applying such amount to the prepayment of Loans, as provided in subsection 4.2(b) or 4.2(d) above, on the date specified in this subsection 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) thereof and the Administrative Agent shall prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit F, and shall include an offer by the Borrower to prepay on the date (each a “Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the Loans of such Lender in an amount equal to such Lender’s Applicable Percentage of the Prepayment Amount (the “Individual Prepayment Amount”). In the event any such Lender desires to accept the Borrower’s offer in whole or in part, such Lender shall so advise the Administrative Agent by return notice no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which return notice shall also include any amount of such Lender’s Individual Prepayment Amount such Lender does not wish to receive. If any Lender does not respond to the Administrative Agent within the allotted time or indicate the amount of the Individual Prepayment Amount it does not wish to receive, such Lender will be deemed to have accepted been made on the Borrower’s offer in whole and shall receive 100% of its Individual Prepayment Amount. On the Prepayment Date the Borrower shall prepay the Prepayment Amount, and (i) the aggregate amount thereof necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above shall be applied to the prepayment of the Loans, and (ii) the aggregate amount (if any) equal to the portion of the Prepayment Amount not accepted by the relevant Lenders shall be returned to the Borrower. The Borrower may, but shall not be obligated to, make a voluntary prepayment of the Loans pursuant to subsection 4.2(a) with that portion of the Prepayment Amount not accepted by the relevant Lendersnext succeeding Business Day.