Common use of Optional and Mandatory Prepayments Clause in Contracts

Optional and Mandatory Prepayments. (a) The Borrower shall have the right from time to time on any Payment Business Day to prepay the Loans, in whole or in part, upon at least two (2) Business Days’ prior written notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent before 12:00 noon, New York City time; provided, however, that (i) each partial prepayment under each Tranche shall be in a principal amount of at least $100,000 and integral multiples of $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) [Redacted]. (c) 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 principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Tranche.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right from time to time on any Payment Business Day to prepay the Loans, in whole or in part, upon at least two (2) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent before 12:00 noon11:00 a.m., New York City time; provided, however, that (i) each partial prepayment under each Tranche shall be in a principal amount of at least $100,000 and integral multiples of $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 two (42) 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 E and shall specify the prepayment date (each, an “Optional Prepayment Date”) and the principal amount of each Tranche the Loans to be prepaid. (b) [Redacted]If at any time any of the 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 proposes to take to effect the prepayment described in clause (iii) below, (ii) executes such prepayment plan in accordance with its terms and (iii) prepays the Loans, together with all accrued but unpaid interest thereon, as immediately as practicable and in any event within one hundred and eighty (180) 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 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 sole discretion acting in good faith), the Borrower shall immediately prepay the Loans, together with all accrued but unpaid interest thereon, in an aggregate amount sufficient to cause all Specified Conditions to be satisfied. Upon the reasonable request of the Borrower, the Collateral Agent will provide calculations and an explanation (other than to the extent any such calculation or explanation constitutes material non-public information) as to the basis of the change in Specified Conditions. (c) 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 principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of under any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding under such Tranche according to each Lender’s pro rata share of outstanding Commitments of Aggregate Exposure Percentage under such Tranche.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time on any Payment Business Day to prepay the Loansany Borrowing, in whole or in part, upon at least two (2) Business Days’ prior without premium or penalty, by giving irrevocable written notice (or telephone telephonic notice promptly confirmed by written noticein writing) to the Administrative Agent before no later than (i) in the case of prepayment of any Eurodollar Borrowing, 2:00 p.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, 12:00 noonnoon on the date of such prepayment, New York City time(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 principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, howeverthat if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial prepayment of any Loan (other 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 installments as specified by the Borrower. For the avoidance of doubt, 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 any date the Borrower or any of its Subsidiaries shall 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 (d) below; provided, that (i) each partial until reinvested or applied to the prepayment under each Tranche of the Obligations, such Net Cash Proceeds shall be deposited and held in a principal amount of at least $100,000 and integral multiples of $100,000 deposit account in excess thereofwhich the Administrative Agent has a first priority perfected Lien, or, if less, the entire principal amount then outstanding under such Tranche and (ii) on each Reinvestment Prepayment Date, an amount equal to the Borrower shall not make more than four (4) prepayments under this Section 2.07 in any calendar month. Each notice of prepayment Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be irrevocable, shall be substantially in the form of Exhibit B and shall specify applied to the prepayment date (each, an “Optional Prepayment Date”) and the principal amount of each Tranche to be prepaid. (b) [Redacted]Loans. (c) All If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any equity issuance (other than (i) equity issuances pursuant to 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) Investments permitted under Section 7.4 that consist of equity issued on an intercompany basis among the Borrower and its Subsidiaries) or from the issuance of Permitted Subordinated Debt, and the proceeds thereof are not applied to an Acquisition permitted herein within ninety (90) days of such issuance, then in such event, such Net Cash Proceeds shall immediately 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 subject applied as follows: first, to Section 2.09 but 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 otherwise be without premium or penalty. All partial prepayments occurring have been paid in full, pro rata to the Lenders based on a Rollover Date maytheir Pro Rata Shares of the Term Loans, and prepayment applied to installments of the Term Loans in whole shallinverse order of maturity; fifth, be accompanied by 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) in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of paymentfees thereon. All partial prepayments occurring on a date other than a Rollover Date shall consist The Revolving Commitments of the principal Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, 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 Qualified ECP Guarantor shall not be prepaid only 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 Fees 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 principal amount Revolving Loans made prior to be prepaid to but excluding the date of payment Non-Extended Revolving Commitment Termination Date shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared allocated pro rata by among the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such TrancheNon-Extended Revolving Loans and the Extended Revolving Loans.

Optional and Mandatory Prepayments. (a) The Each Borrower shall have the right at any time and from time to time on any Payment Business Day to prepay the Loansany Borrowing, in whole or in part, upon at least two (2) three Business Days’ ' prior written or telecopy notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent before 12:00 noon11:00 a.m., New York City London time; provided, however, that (i) each partial prepayment under each Tranche shall be in a principal an amount that is an integral multiple of at least $100,000 and integral multiples of $100,000 in excess thereof, or, if lessCHF 1,000,000. Notwithstanding the immediately preceding sentence, the entire principal amount then outstanding under Administrative Agent agrees that it will (subject to the Authorization Letter) accept from any Borrower notice by telephone of prepayment by the dates and time specified in the immediately preceding sentence, provided that the same is confirmed by such Tranche Borrower to the Administrative Agent in writing promptly (and in all events on the same day as such telephone communication). (iib) 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 irrevocablespecify the identity of the Borrower, 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 Borrowing (or portion thereof) to be prepaid. (b) [Redacted], shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. (c) In the event of any termination of all the Revolving 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 Administrative Agent shall notify the Borrowers and the Lenders of the Aggregate Credit Exposure after giving effect thereto and (ii) if the Aggregate Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to 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 eliminate such excess. (d) All prepayments under this Section shall be subject to Section 2.09 3.4, but shall otherwise be without premium or penalty. All partial prepayments occurring on a Rollover Date may, and prepayment in whole shall, under this Section shall be accompanied by accrued and unpaid interest and Fees on the principal amount to be being prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Tranche.

Optional and Mandatory Prepayments. (a) The Borrower shall have Each of the right Borrowers may at any time and from time to time on any Payment Business Day to prepay the LoansLoans made to it, in whole or in part, upon at least two (2) Business Days’ prior subject to subsection 4.12, without premium or penalty, by irrevocable written notice (or telephone notice promptly confirmed by written notice) the applicable Borrower to the Administrative Agent before 12:00 noon, given prior to 11:00 a.m. (New York City time; provided) on the third Business Day prior to such payment (in the case of Eurocurrency Loans) or prior to 11:00 a.m. (New York time) on the Business Day prior to such payment (in the case of ABR Loans). Such notice shall specify, howeverin the case of any prepayment of Loans, that the identity of the prepaying Borrower, the date and amount of prepayment 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 4.12. The Revolving Credit Loans pursuant to this subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Revolving Credit Loans then outstanding, and then, to all other amounts then due and owing hereunder. Partial prepayments pursuant to this subsection 4.4(a) shall be in multiples of $1,000,000, provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. (i) each partial prepayment under each Tranche On any day on which the 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 be prepay on such day the principal of Revolving Credit Loans made to it in a principal an amount of at least $100,000 and integral multiples of $100,000 in excess thereof, or, if less, the entire principal amount then outstanding under equal to such Tranche and excess. (ii) On any day on which the Aggregate Lender Exposure outstanding to Parent Borrower exceeds the Domestic Borrowing Base (based on the Borrowing Base Certificate last delivered), the Parent 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 prepay on such day the principal of Revolving Credit Loans made to it in an amount of each Tranche equal to be prepaidsuch excess. (biii) [Redacted]On any day on which the Aggregate Lender Exposure outstanding to both Borrowers exceeds the Total Revolving Facility Commitment at such time, the Borrowers shall prepay on such day the principal of Revolving Credit Loans in an amount equal to such excess. (c) All For avoidance of doubt, the Revolving Facility Commitments shall not be correspondingly reduced by the amount of any prepayments of Revolving Credit Loans made under subsection 4.4(b). (d) Notwithstanding the foregoing provisions of this subsection 4.4, if at any time any prepayment of the Loans pursuant to subsection 4.4(a) or 4.4(b) would result, after giving effect to the procedures set forth in this Agreement, in any Borrower incurring breakage costs under subsection 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 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 subject requested by such Borrower); or (ii) make a prepayment of the Revolving Credit Loans in accordance with subsection 4.4(a) with an amount equal to Section 2.09 but shall 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 without premium or penalty. All partial prepayments occurring on a Rollover Date may, and prepayment equal in whole shall, be accompanied by accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date amount 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 pursuant to Sections 2.04 and/or 2.05 (as applicablesuch Eurocurrency Loans not immediately prepaid), provided, that, in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of either clause (i) or (ii), such unpaid Eurocurrency Loans of any Tranche of less than shall continue to bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or the entire unpaid principal amount of the outstanding Loans related portion of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such TrancheEurocurrency Loans have or has been prepaid.

Optional and Mandatory Prepayments. (ai) The Borrower shall have Upon notice given as provided in Section 5b, the right Company, at its option, may prepay the Notes as a whole (or from time to time on any Payment Business Day to prepay the Loans, in whole or part in part, upon at least two (2) Business Days’ prior written notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent before 12:00 noon, New York City time; provided, however, that (i) each partial prepayment under each Tranche shall be in a principal amount of at least $100,000 and integral multiples of $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) [Redacted]. (c) 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 principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable50,000), in each case on at the next succeeding Interest Accrual Dateprincipal amount so to be prepaid, without premium, together with interest accrued thereon to the date fixed for such prepayment. In It is understood that the case Company intends to use a portion of each prepayment of Loans the net proceeds of any Tranche issuance and sale of less than equity securities to repay all or a portion of the entire unpaid 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 Loans principal amount of such Tranchethe 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 dates specified in such notice as the prepayment date, the Company shall prepay the entire principal amount of the notes then outstanding; provided that such Tranche notice shall be shared pro rata by void and the Lenders holding Company shall have no such Tranche according obligation to each Lender’s pro rata share so prepay the Notes unless (a) the Company has legally available funds to make such a prepayment in accordance with Section 5b, and (b) the Company is permitted to make such payment pursuant to the terms of all Senior Indebtedness at the time outstanding. (v) In the event the principal amount of any such prepayment is less than the outstanding Commitments principal amount all of such Tranchethe Notes at the time outstanding, the Company will allocate the principal amount so to be prepaid among all outstanding Notes in proportion to the respective unpaid principal amounts thereof.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time on any Payment Business Day to prepay the Loansany Borrowing, in whole or in part, upon at least two (2) Business Days’ prior without premium or penalty, by giving irrevocable written notice (or telephone telephonic notice promptly confirmed by written noticein writing) to the Administrative Agent before 12:00 noon, New York City time; provided, however, that no later than (i) each partial in the case of prepayment under each Tranche shall be in a principal amount of at least $100,000 and integral multiples of $100,000 in excess thereofany Eurodollar Borrowing, or2:00 p.m. not less than three (3) Business Days prior to any such prepayment, if less, the entire principal amount then outstanding under such Tranche and (ii) in the Borrower shall not make more than four case of any prepayment of any Base Rate Borrowing, 12:00 noon on the date of such prepayment, (4iii) prepayments under this Section 2.07 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 calendar monthAcceptable 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 of prepayment shall be irrevocable, shall be substantially in the form of Exhibit B irrevocable and shall specify the prepayment proposed date (eachof such prepayment, an “Optional Prepayment Date”) and the principal amount of each Tranche Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial prepayment of any Loan (other 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 installments as specified by the Borrower. (b) [Redacted]If on any date the Borrower or any of its Subsidiaries shall 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 (d) below; provided, that 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) All If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any equity issuance (other than equity issuances pursuant to stock incentive plans or other equity award agreements for employees of the Borrower or a Subsidiary and Investments permitted under Section 7.4 that consist of equity issued on an intercompany basis among the Borrower and its Subsidiaries) or from the issuance of Permitted Subordinated Debt, and the proceeds thereof are not applied to an Acquisition permitted herein within ninety (90) days of such issuance, then in such event, such Net Cash Proceeds shall immediately 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 subject applied as follows: first, to Section 2.09 but 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 otherwise be without premium or penalty. All partial prepayments occurring have been paid in full, pro rata to the Lenders based on a Rollover Date maytheir Pro Rata Shares of the Term Loans, and prepayment applied to installments of the Term Loans in whole shallinverse order of maturity; fifth, be accompanied by 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) in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of paymentfees thereon. All partial prepayments occurring on a date other than a Rollover Date shall consist The Revolving Commitments of the principal Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to be prepaid only clauses fifth through seventh above, 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 Fees on any amounts due and payable under Section 2.20, applied first to Swingline Loans to the principal 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 be prepaid to but excluding the date of payment such excess plus any accrued and unpaid fees thereon. Such account shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), administered in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Trancheaccordance with Section 2.24(g) hereof.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time on any Payment Business Day to prepay the Loansany Borrowing, in whole or in part, upon at least two (2) Business Days’ prior without premium or penalty, by giving irrevocable written notice (or telephone telephonic notice promptly confirmed by written noticein writing) to the Administrative Agent before 12:00 noonno later than (i) in the case of prepayment of any Eurodollar Borrowing, New York City time11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of 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 each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial prepayment of any Loan (other 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 installments as specified by the Borrower. (b) If on any date the Borrower or any of its Subsidiaries shall 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 (e) below; provided, that 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 receive Net Cash Proceeds from any equity issuance (other than equity issuances pursuant to stock incentive plans or other equity award agreements for employees of the Borrower or a Subsidiary and Investments permitted under Section 7.4 that consist of equity issued on an intercompany basis among the Borrower and its Subsidiaries) or from the issuance of Permitted Subordinated Debt, and the proceeds thereof are not applied to an Acquisition permitted herein within ninety (90) days of such issuance, then in such event, such Net Cash Proceeds shall immediately 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 (i) each partial no such prepayment under each Tranche 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 a full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied 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) in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (f) If at least $100,000 and integral multiples any time the Revolving Credit Exposure of $100,000 in excess thereofall Lenders exceeds the Aggregate Revolving Commitments, oras reduced pursuant to Section 2.10 or otherwise, 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 immediately repay Swingline Loans and Revolving Loans in any calendar month. Each notice of prepayment shall be irrevocablean amount equal to such excess, 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) [Redacted]. (c) 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 principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and together with all accrued and unpaid interest on such excess amount and Fees on any amounts due under Section 2.20. Each prepayment shall be applied first to Swingline Loans to the principal 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 Commitments, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the 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 prepaid to but excluding held as collateral for the date of payment LC Exposure. Such account shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), administered in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Trancheaccordance with Section 2.24(g) hereof.

Optional and Mandatory Prepayments. Subject to the Subordination Restrictions: (a) The Borrower shall have the right from time to time on any Payment Business Day to may, prepay the Loans, Term Loans made to it in whole or in part, without premium or penalty, upon written notice by the Borrower to the Lender prior to 1:00 P.M., New York City time at least two Business Days prior to the date of prepayment. Such notice shall specify the date and amount of prepayment. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (2) Business Days’ prior including the effectiveness of other credit facilities), in which case such notice may be revoked or extended by the Borrower (by written notice to the Lender on or prior to the specified effective date) if such condition is not satisfied. If any such notice is given and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied as directed by the Borrower against the outstanding Term Loans. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in its entirety (subject to the Subordination Restrictions). (b) If on or telephone after the Closing Date the Borrower or any Subsidiary shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 7.1), then, in each case, the Borrower shall (subject to the Subordination Restrictions) prepay in accordance with subsections 3.4(d) and (e), the Term Loans in an amount equal to 100% of the Net Cash Proceeds thereof, with such prepayment to be made on or before the fifth Business Day following notice promptly confirmed 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 noticenotice 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 on which such payment is due (any such 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 as otherwise provided in the penultimate sentence of this subsection 3.4(e)). Notwithstanding the foregoing, in the case of any prepayment pursuant to subsection 3.4(b) or (c), the Borrower (in its sole discretion) may give the Lender the option (in its sole discretion) to elect to decline any such prepayment by requiring the Administrative Agent before 12:00 noonLender to give notice of such election to decline any such prepayment in writing to the Borrower by 11:00 A.M., New York City time; provided, howeveron the date that is two Business Days prior to the Prepayment Date (or such shorter period as may be agreed to by the Lender in its reasonable discretion). Any amount so declined by the Lender may, that (i) at the option of the Borrower, be applied to the 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 partial case, subject to the Subordination Restrictions. To the extent the Lender does not elect to decline such prepayment under each Tranche within the time period set forth above, the Lender shall be in a principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof, or, if less, the entire principal amount then outstanding under deemed to have accepted 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 prepaidprepayment. (bf) [Redacted]Amounts prepaid on account of Term Loans pursuant to subsection 3.4(a), 3.4(b) or 3.4(c) may not be reborrowed, and are in each case, subject to the Subordination Restrictions. (cg) All [Reserved]. For the avoidance of doubt, any optional or mandatory prepayments pursuant to this Agreement shall at all times 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 principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such TrancheSubordination 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 shall have may prepay all or any part of the right from time to time on Revolving Loan (other than any Payment Business Day to prepay the Loans, in whole LIBO Rate Loan or in part, SWAP Rate Loan) upon at least two (2) Business Days’ prior written notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent before 12:00 noonLender, New York City time; providedstating the proposed date and principal amount of such prepayment, howeverwithout premium or penalty, that together with accrued interest to the date of such prepayment on the principal amount prepaid. The Borrower may prepay any LIBO Rate Loan or SWAP Rate Loan upon at least five (i5) each partial Business Days’ prior written notice to the Lender, stating the proposed date and principal amount of the prepayment. If the notice is given, the Borrower shall prepay such outstanding principal amount of such LIBO Rate Loan or SWAP Rate Loan, together with (a) a Prepayment Premium on the principal amount prepaid and (b) accrued interest to the date of such prepayment under each Tranche on the principal amount prepaid. All calculations and determinations by the Lender of the amount of the Prepayment Premium, if made in accordance with its then standard procedures for so calculating or determining such amount, shall be conclusive absent manifest arithmetic error. Each prepayment of the Revolving Loan (other than any LIBO Rate Loan or SWAP Rate Loan) made hereunder shall be in a minimum principal amount of at least $100,000 100,000.00 and an integral multiples multiple of $100,000 100,000.00 in excess thereof, or, if less, the entire . Each prepayment of LIBO Rate Loans or SWAP Rate Loans made hereunder shall be in a minimum principal amount then outstanding under 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. (Eastern Time) or on any day other than a Business Day, 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 deemed to be prepaid. (b) [Redacted]. (c) 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 principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case have been made on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such TrancheBusiness Day.

Optional and Mandatory Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Agent, at any time or from time to time on any Payment Business Day to voluntarily prepay the Loansoutstanding amount of the Term Loan, in whole or in part, upon at least two (2) Business Days’ prior written notice (or telephone notice promptly confirmed by written notice) to together with the Administrative Agent before 12:00 noon, New York City timeApplicable Premium in respect of the principal amount so prepaid; provided, however, provided that (i) each partial such notice must be received by the Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment under each Tranche of the Term Loan, and (ii) any prepayment shall be in a principal amount of at least $100,000 and integral multiples 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof, or, if less, the entire principal amount of the Term Loan 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 monthoutstanding. Each such notice shall specify the date and amount of such prepayment. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be irrevocable, shall be substantially in applied to the form of Exhibit B and shall specify the prepayment date (each, an “Optional Prepayment Date”) and the principal outstanding amount of each Tranche to be prepaidthe Term Loan of the Lenders in accordance with their respective Applicable Percentages. (b) [RedactedReserved]. (c) 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 principal amount to be prepaid to but excluding No later than two (2) Business Days following the date of payment. All partial prepayments occurring on a date receipt by any Loan Party or any of its Subsidiaries of the Net Proceeds from the issuance or sale of any Indebtedness (other than a Rollover Date the Net Proceeds of Permitted Indebtedness), the Borrowers shall consist 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 to be prepaid only and all accrued and unpaid interest and Fees on so prepaid; (d) No later than the principal amount to be prepaid to but excluding fifth (5th) Business Day after the date of payment shall be added to the principal amount on which financial statements are due pursuant to Sections 2.04 and/or 2.05 Section 6.01(a) for each Fiscal Year, beginning with the Fiscal Year ending January 27, 2018, the Borrowers shall prepay the Term Loan in an amount equal to seventy five percent (as applicable)75.0%) of Consolidated Excess Cash Flow for such Fiscal Year minus, in each case on and in the next succeeding Interest Accrual Date. In manner set forth in the case Consolidated Excess Cash Flow Certificate, voluntary prepayments of each 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 Loans of the Term Loan shall be required under this Section 2.05(d) with respect to any Tranche of Fiscal Year to the extent that the Senior Secured Leverage Ratio for such Fiscal Year is less than 4.00 to 1.00. (e) The Borrowers shall prepay the entire unpaid 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 of the ABL Indebtedness 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 Sections 2.05 shall be applied ratably to the outstanding amount of the outstanding Loans of such TrancheTerm Loan and the Applicable Premium due in connection therewith, until the Term Loan and all Applicable Premium due in connection with the prepayment of such Tranche thereof is paid in full, and thereafter, shall be shared pro rata by the Lenders holding applied to any remaining outstanding Obligations in such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Trancheorder as set forth in Section 8.03.

Optional and Mandatory Prepayments. (a) The Subject to Section ---------------------------------- ------- 2.19, the Borrower shall have the right may, at any time and from time to time on any Payment Business Day to prepay the Loans, in whole or in part, without premium or penalty, upon at least two (2) five Business Days’ prior ' irrevocable written notice (to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or telephone a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. If any such notice promptly confirmed by is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to Section 2.19, accrued interest to such date on the amount prepaid and any ------------ outstanding fees and expenses then due and owing. Partial prepayments of the Revolving Credit Loans shall be applied to the Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its written notice) notice to the Administrative Agent before 12:00 noonin 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, New York City timepro rata, to all ----- scheduled installments of principal 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, however, provided that (i) each partial any optional prepayment under each Tranche of the -------- Revolving Credit Loans shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its written notice to the Administrative Agent. Amounts prepaid on account of the Term A Loans and the Term B Loans or to reduce the Revolving Credit Commitments may not be reborrowed. Partial prepayments shall be in a an aggregate principal amount of at least $100,000 and integral multiples 1,000,000 or a whole multiple of $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) [Redacted]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 end of each fiscal year, the Borrower shall prepay 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) All prepayments 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 2.09 but shall otherwise be without premium or penalty. All partial prepayments occurring on a Rollover Date may2.5 and Section 2.9 ----------- ----------- (a), (b), (c), and prepayment in whole shall(e), be accompanied 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 accrued and unpaid interest and Fees on the principal amount Borrower as a Revolving Credit Loan to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment acquire replacement Post Production Assets shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), applied in each case on accordance with the next succeeding Interest Accrual Date. In sentence, (B) subject to Section 2.5 and Section 2.9 (a), (b), (c), ----------- ----------- --- --- --- and (e), (1) the case Revolving Credit Commitments, upon each disbursement of each prepayment such --- deferred proceeds as a Revolving Credit Loan for purposes of Loans of any Tranche of less than acquiring replacement Post Production Assets, shall be restored by the entire unpaid principal amount of the outstanding Loans such disbursement and (2) upon application of such Trancheproceeds in accordance with the next succeeding sentence and subject to the limitations set forth therein, to the extent not previously done, the prepayment of such Tranche Revolving Credit Commitments shall be shared pro rata 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 Lenders holding Required Lenders, apply such Tranche according deferred proceeds as a mandatory prepayment in accordance with the next sentence and the Borrower shall be deemed to each Lender’s pro rata share of outstanding Commitments of have requested Revolving Credit Loans in an amount equal to such Tranche.deferred proceeds (as such amount

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time on any Payment Business Day to prepay the Loans, in whole or in part, without premium or penalty, upon at least two (2) one Business Days’ Day’s prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent before 12:00 noon12:30 p.m., New York City time; provided, however, that (i) each partial optional prepayment under each Tranche shall be in a principal an amount of at least $100,000 and that is an integral multiples multiple of $100,000 in excess thereof1,000,000 and not less than $5,000,000. If such notice is given by the Borrower, 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 such prepayment and the payment amount specified in any calendar month. Each such notice of prepayment shall be irrevocable, shall be substantially in due and payable on 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 prepaidspecified therein. (b) [Redacted]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, 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. (c) If the Borrower shall optionally redeem any Exchange Notes (other than any Fixed Rate Exchange Notes) pursuant to the terms of the Exchange 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) All optional and mandatory prepayments under this Section 2.04 shall be subject to Section 2.09 3.02 but shall otherwise be without premium or penalty. All partial optional and mandatory prepayments occurring on a Rollover Date may, and prepayment in whole shall, under this Section 2.04 shall be accompanied by accrued and unpaid interest and Fees on the principal amount to be prepaid to to, but excluding excluding, the date of payment. All partial prepayments occurring on . (e) Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under Section 2.04(a) if such prepayment would have resulted from a date other than a Rollover Date shall consist refinancing of all of the principal amount to Loans, which refinancing shall not 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 consummated or otherwise shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Tranchedelayed.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Term Loans made to it, in whole or in part, subject to Subsection 4.12, without premium or penalty (except as provided in Subsection 4.5(b)), upon notice by the Borrower to the Administrative Agent prior to 1:00 P.M., New York City time three Business Days prior to the date of prepayment (in the case of 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). 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 prepayment 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 given and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $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 Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b). (i) 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 Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(c), prepay the Term Loans in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is pari passu with the Term Loan Facility Obligations on a pro rata basis with the Term 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 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 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 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 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, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (including a revolving credit facility) (the amount described in this clause (A), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is pari passu with the Term Loan Facility Obligations on a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to (x) 50% if the Consolidated Total Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 2.50:1.00 and equal to 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 Subsection 4.4(b) shall limit the rights of the Agents and the Lenders set forth in Section 9. (c) Subject to the 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 Initial Term Loans, the Incremental Term Loans and the Extended Term Loans; provided, that at the request of the Borrower, in lieu of such application on a pro rata basis 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. Each prepayment of Term Loans pursuant to Subsection 4.4(a) and (b) shall be applied within each Tranche of Term Loans to the respective installments of principal thereof in the manner directed by the Borrower (or, if no such 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 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 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 applied to the 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 any manner not inconsistent with this Agreement. (e) Amounts prepaid on account of Term Loans pursuant to Subsection 4.4(a), (b) or (h) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this Subsection 4.4, if at any time any prepayment of the Term Loans pursuant to Subsection 4.4(a) or (b) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under Subsection 4.12 as a result of 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 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such 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 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 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 Eurodollar Loans shall continue to bear interest in accordance with Subsection 4.1 until such unpaid Eurodollar Loans or the related portion of such 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 any 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 from time to time on any Payment Business Day make a voluntary prepayment of Term Loans at a discount to prepay par (such prepayment, the Loans“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 whole or each case made in part, upon 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 two 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’ prior written notice 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 telephone notice promptly confirmed the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by written noticesuch Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent or any 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 nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent before 12:00 noon, New York City time; provided, however, that (ior the other Lenders. Any Term Loans prepaid pursuant to this Subsection 4.4(h) each partial prepayment under each Tranche shall be in a principal amount of at least $100,000 immediately and integral multiples of $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 prepaidautomatically cancelled. (b) [Redacted]. (c) 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 principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Tranche.

Optional and Mandatory Prepayments. (a) The Borrower shall will have the right from at any time to time on prepay any Payment Business Day to prepay the Loans, Borrowing in whole or in partpart (as directed by the Borrower), upon at least two 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. (2b) Within five Business Days’ 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 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 written 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 (or telephone notice promptly confirmed by written noticeg) to below. (g) The Borrower shall notify the Administrative Agent before 12:00 noonby 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; provided, however, that (i) each partial three Business Days before the date of prepayment under each Tranche shall be in a principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof, or, if less, the entire principal amount then outstanding under such Tranche and (ii) in the Borrower shall case of a Base Rate Borrowing, not make more later than four (4) prepayments under this Section 2.07 in any calendar month11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice of prepayment shall be irrevocable, shall be substantially in the form of Exhibit B irrevocable and shall specify the prepayment date (eachdate, an “Optional Prepayment Date”) and the principal amount of each Tranche Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. (bh) [Redacted]. (c) All prepayments shall be subject to Section 2.09 but shall otherwise be without premium Promptly after any Net Proceeds are received by 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 principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist behalf of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on Borrower or any Subsidiary in respect of any Prepayment Event, the principal amount to be prepaid to but excluding the date of payment Borrower shall be added give written notice to the principal amount pursuant Administrative Agent setting forth in detail reasonably satisfactory to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In Administrative Agent the case of each prepayment of Loans of any Tranche of less than method used to calculate the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such TrancheNet Proceeds.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right from time to time on any Payment Business Day to may optionally prepay the principal of Loans, in whole or in part, upon at least two (2) Business Days’ prior written notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent before 12:00 noonany time, New York City time; provided, however, that (i) each partial in the case of any prepayment under each Tranche shall be in a principal amount of at least $100,000 and integral multiples of $100,000 in excess thereofthe Prime Rate Revolving Credit Portion or the Prime Rate Term Loan Portion, or, if less, the entire principal amount then outstanding under such Tranche without penalty or premium and (ii) in the case of any prepayment of any Libor Revolving Credit Portion or Libor Term Loan Portion, accompanied by any payment(s) required by Section 1.6 above. The Borrower shall not make more than four (4) specify whether it is prepaying the Revolving Credit Loans or the Term Loan. All prepayments under of the 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 prepaid prior to the Revolving Credit Loan Termination Date on account of the Revolving Credit Loans may, upon the terms and subject to the conditions of this Section 2.07 in any calendar month. Each notice of prepayment shall Agreement, be irrevocable, shall be substantially in the form of Exhibit B and shall specify the prepayment date (each, an “Optional Prepayment reborrowed prior to such Revolving Credit Termination Date”) and the principal amount of each Tranche to be prepaid. (b) [Redacted]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. (c) 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 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 principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added applied to the principal amount pursuant Prime Rate Revolving Credit Portion and then to Sections 2.04 and/or 2.05 the LIBOR Revolving Credit Portion (as applicable)and, in each case on the next succeeding Interest Accrual Date. In the case of each a prepayment of Loans of the 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 Tranche of less than time the entire aggregate unpaid principal amount of the outstanding Revolving Credit Loans shall exceed the Borrowing Base or otherwise shall exceed the Revolving Credit Maximum Amount, the Borrower shall immediately prepay the Revolving Credit Loans (with such prepayment to be in the amount of such Tranche, excess). The Borrower shall specify in writing that a prepayment is being made pursuant to this Section 1.7(d). Section 9. The following new Section 2.19 to the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Tranche.Credit Agreement is hereby added in its entirety after Section 2.18 and before Article 3:

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time on any Payment Business Day to prepay any Borrowing requested by Xxxxxxxx that was made to it by the applicable Lenders (other than Swing Line Loans), in whole or in part, upon (i) at least two (2) three Business Days’ prior written notice in the case of SOFR Loans and (or telephone ii) notice promptly confirmed by written notice) on the Business Day of such prepayment in respect of ABR Loans, in each case to the Administrative Agent before 12:00 noon1:00 p.m., New York City time, on the relevant date; provided, however, that (i) each partial prepayment under 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 Tranche 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 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 at least $100,000 and integral multiples 500,000 or a whole multiple of $100,000 in excess thereof, thereof or, if less, the entire principal amount thereof then outstanding outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) 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 the Maturity Date with respect thereto), Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess (or, in the case of a Maturity Date, back-stop such L/C Obligations with a letter of credit reasonably satisfactory to the applicable L/C Issuer or have such L/C Obligations deemed reissued under such Tranche and (ii) another agreement reasonably acceptable to the applicable L/C Issuer); provided that Borrower shall not make more than four (4) prepayments under be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.07 2.14(d) unless after the prepayment in any calendar month. full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (e) 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 Class and principal amount of each Tranche Borrowing (or portion thereof) to be prepaid. , shall be irrevocable (bprovided, that such prepayment may be conditioned upon the occurrence of certain events and revocable in the event that such events do not occur on the applicable date or dates) [Redacted]. (c) and shall commit Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.14 shall be subject to Section 2.09 Sections 2.14(d) and 2.18, but shall otherwise be without premium or penalty. All partial prepayments occurring on a Rollover Date may, and prepayment in whole shall, under this Section 2.14 shall be accompanied by accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Tranche.

Optional and Mandatory Prepayments. Mandatory Reductions of ----------------------------------------------------------- Commitments. ----------- (a) The Borrower shall have the right Subject to Section 4.4, each Company may, at any time or from ----------- time to time on any Payment Business Day time, upon notice to the Agent, ratably prepay the Loans, Syndicated Loans or L/C Borrowings in whole or in part, upon at least two in the Minimum Tranche. The Company prepaying such Loans shall deliver a notice of prepayment to be received by the Agent not later than 11:00 a.m. (2Charlotte time) Business Days’ prior written notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent before 12:00 noon, New York City time; provided, however, that (i) at least three Business Days in advance of the prepayment date if the Syndicated Loans to be prepaid are LIBOR Rate Loans and (ii) on the prepayment date if the Syndicated Loans or L/C Borrowings to be prepaid are Base Rate Loans. Such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Syndicated Loans or L/C Borrowings to be prepaid. Such notice shall not thereafter be revocable by the Companies and the Agent will promptly notify each partial Bank of its receipt of any such notice, and of such Bank's Pro Rata Share of such prepayment. If such notice is given by a Company, such Company shall make such prepayment under each Tranche and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section ------- 4.4. --- (b) The Companies shall repay the Term Loans on the 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 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 principal 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 receive any foreign or United States federal or state tax refunds in an amount (for each individual tax refund or series of related tax refunds) of at least $100,000 and integral multiples of $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 (each100,000, an “Optional Prepayment Date”) and amount equal to 100% of the principal amount of such tax refunds, each Tranche such prepayment to be prepaid.made within 30 days of receipt of such amounts; and (bv) [Redacted]. an amount equal to fifty percent (c50%) 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 mayof the Excess Cash Flow for each fiscal year ended March 31, and beginning with the year ended March 31, 2002, such prepayment in whole shall, be accompanied by accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other made no later 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 pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case June 30/th/ of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Trancheyear.

Optional and Mandatory Prepayments. (a) The Subject to Section 2.14, the Borrower shall have the right may, at any time and from ------------ time to time on any Payment Business Day to prepay the Loans, in whole or in part, without premium or penalty, 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 two three (23) Business Days’ prior ' irrevocable written notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount 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 any amounts payable pursuant to Section 2.14, accrued interest to such date ------------ on the amount prepaid any outstanding fees and expenses then due and owing. So long as no Event of Default has occurred and is continuing, partial prepayments of the Loans 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 before 12:00 noonin its reasonable discretion. If any Event of Default shall have occurred and is continuing, New York City time; provided, however, that (i) each partial prepayment under each Tranche any prepayments hereunder shall be applied in the manner determined by Agent and the Lenders. Partial prepayments shall be in a an aggregate principal amount of at least $100,000 and integral multiples of $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 prepaid500,000. (b) [Redacted]The Borrower shall deliver to the Agent any Net Disposition Proceeds of the Borrower within three (3) Business Days of the receipt thereof (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 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) All prepayments The Borrower shall deliver to the Agent any Net Insurance Proceeds of the Borrower within three (3) Business Days of the receipt thereof for application in the manner set forth in the next sentence. Any Net Insurance Proceeds shall be subject 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. (d) Each prepayment of Loans pursuant to this Section 2.09 but 2.4 shall otherwise be without premium or penalty. All partial prepayments occurring on a Rollover Date may, and prepayment in whole shall, be ----------- accompanied by payment in full of all accrued interest thereon, to and unpaid interest and Fees on the principal amount to be prepaid to but excluding including the date of paymentsuch prepayment, and any additional amounts owing pursuant to Section 2.14 and any outstanding fees and expenses then due and owing. All partial prepayments occurring Amounts ------------ prepaid on a date other than a Rollover Date shall consist account of the principal amount Loans may not be reborrowed. (e) If, pursuant to be prepaid only the terms of the Black Label Agency Agreement, the Indebtedness or other liabilities of the Borrower are assumed by, or the assets of the Borrower are purchased by or otherwise transferred to TeleCorp Acquisition Sub, the Commitments shall automatically and immediately terminate and the Loans hereunder (with accrued interest thereon) and all accrued other amounts owing under this Agreement and unpaid interest the Notes shall immediately become due and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Tranchepayable.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time on any Payment Business Day to prepay the Loansany Borrowing, in whole or in part, upon at least two (2) Business Days’ prior without premium or penalty, by giving irrevocable written notice (or telephone telephonic notice promptly confirmed by written noticein writing) to the Administrative Agent before 12:00 noon, New York City time; provided, however, that no later than (i) each partial in the case of prepayment under each Tranche shall be in a principal amount of at least $100,000 and integral multiples of $100,000 in excess thereofany Eurodollar Borrowing, or2:00 p.m. not less than three (3) Business Days prior to any such prepayment, if less, the entire principal amount then outstanding under such Tranche and (ii) in the Borrower shall not make more than four case of any prepayment of any Base Rate Borrowing, 12:00 noon on the date of such prepayment, (4iii) prepayments under this Section 2.07 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 calendar monthAcceptable 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 of prepayment shall be irrevocable, shall be substantially in the form of Exhibit B irrevocable and shall specify the prepayment proposed date (eachof such prepayment, an “Optional Prepayment Date”) and the principal amount of each Tranche Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial prepayment of any Loan (other 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 installments as specified by the Borrower. (b) [Redacted]If on any date the Borrower or any of its Subsidiaries shall 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 (d) below; provided, that 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) All If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any equity issuance (other than (i) equity issuances pursuant to 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) Investments permitted under Section 7.4 that consist of equity issued on an intercompany basis among the Borrower and its Subsidiaries) or from the issuance of Permitted Subordinated Debt, and the proceeds thereof are not applied to the making of Capital Expenditures or to an Acquisition permitted herein within ninety (90) days of such issuance, then in such event, such Net Cash Proceeds shall immediately 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 subject applied as follows: first, to Section 2.09 but 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 otherwise be without premium or penalty. All partial prepayments occurring have been paid in full, pro rata to the Lenders based on a Rollover Date maytheir Pro Rata Shares of the Term Loans, and prepayment applied to installments of the Term Loans in whole shallinverse order of maturity; fifth, be accompanied by 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) in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of paymentfees thereon. All partial prepayments occurring on a date other than a Rollover Date shall consist The Revolving Commitments of the principal Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, 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 Qualified ECP Guarantor shall not be prepaid only 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 Fees on any amounts due and payable under Section 2.20, applied first to Swingline Loans to the principal 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 be prepaid to but excluding the date of payment such excess plus any accrued and unpaid fees thereon. Such account shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), administered in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Trancheaccordance with Section 2.24(g) hereof.

Optional and Mandatory Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Agent, at any time or from time to time on any Payment Business Day to voluntarily prepay the Loansoutstanding amount of the Term Loan, in whole or in part, upon at least two (2) Business Days’ prior written notice (or telephone notice promptly confirmed by written notice) to together with the Administrative Agent before 12:00 noon, New York City timeApplicable Premium in respect of the principal amount so prepaid; provided, however, provided that (i) each partial such notice must be received by the Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment under each Tranche of the Term Loan, and (ii) any prepayment shall be in a principal amount of at least $100,000 and integral multiples 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof, or, if less, the entire principal amount of the Term Loan 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 monthoutstanding. Each such notice shall specify the date and amount of such prepayment. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be irrevocable, shall be substantially in applied to the form of Exhibit B and shall specify the prepayment date (each, an “Optional Prepayment Date”) and the principal outstanding amount of each Tranche to be prepaidthe Term Loan of the Lenders in accordance with their respective Applicable Percentages. (b) [Redacted]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 Fiscal Year ending February 1, 2020 (but 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) 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 principal amount to be prepaid to but excluding No later than two (2) Business Days following the date of payment. All partial prepayments occurring on a date receipt by any Loan Party or any of its Subsidiaries of the Net Proceeds from the issuance or sale of any Indebtedness (other than a Rollover Date the Net Proceeds of Permitted Indebtedness), the Borrowers shall consist 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 be prepaid only and all accrued and unpaid interest and Fees 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 in accordance with Section 2.05(e) of the ABL Credit Agreement shall not be required to be prepaid used to but excluding prepay the Term Loan. (f) Prepayments made by the Borrowers pursuant to Sections 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) 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 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 payment 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 added presumed to be equal to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata liquidated damages sustained by the Lenders holding 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 Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction for such Tranche according agreement to each Lender’s pro rata share pay the Applicable Premium, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.05(g), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of outstanding Commitments the lost profits or damages of such Tranchethe Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any Applicable Premium Trigger Event.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time on any Payment Business Day to prepay the Loans, in whole or in part, without premium or penalty, upon at least two (2) one Business Days’ Day's prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent before 12:00 noon12:30 p.m., New York City time; provided, however, that (i) each partial optional prepayment under each Tranche shall be in a principal an amount of at least $100,000 and that is an integral multiples multiple of $100,000 in excess thereof1,000,000 and not less than $5,000,000. If such notice is given by the Borrower, 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 such prepayment and the payment amount specified in any calendar month. Each such notice of prepayment shall be irrevocable, shall be substantially in due and payable on 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 prepaidspecified therein. (b) [Redacted]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, 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. (c) If the Borrower shall optionally redeem any Exchange Notes (other than any Fixed Rate Exchange Notes) pursuant to the terms of the Exchange 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) All optional and mandatory prepayments under this Section 2.04 shall be subject to Section 2.09 3.02 but shall otherwise be without premium or penalty. All partial optional and mandatory prepayments occurring on a Rollover Date may, and prepayment in whole shall, under this Section 2.04 shall be accompanied by accrued and unpaid interest and Fees on the principal amount to be prepaid to to, but excluding excluding, the date of payment. All partial prepayments occurring on . (e) Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under Section 2.04(a) if such prepayment would have resulted from a date other than a Rollover Date shall consist refinancing of all of the principal amount to Loans, which refinancing shall not 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 consummated or otherwise shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Tranchedelayed.

Optional and Mandatory Prepayments. (a) The Borrower shall have may on the right 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 on any Payment Business Day to time, in the case of Alternate Base Rate Loans, prepay the Loans, in whole or in part, without premium or penalty, upon at least two (2) four Business Days’ prior written ' irrevocable notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent before 12:00 noonAgent, New York City time; provided, however, that specifying (i) each partial prepayment under each Tranche shall be in a principal the date and amount of at least $100,000 and integral multiples of $100,000 in excess thereof, or, if less, the entire principal amount then outstanding under such Tranche prepayment and (ii) whether the Borrower 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 receipt of any such notice the Administrative Agent shall not make more than four (4) prepayments under this Section 2.07 promptly notify each Lender thereof. If any such notice is given, the amount specified in any calendar month. Each such notice shall be due and payable on the date specified therein, with accrued interest to such date on the amount prepaid in the case of prepayment of the Loans. Partial prepayments of the Loans 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 aggregate principal amount of each Tranche to be prepaid$5,000,000 or a whole multiple thereof. (b) [Redacted]Subject to subsection (d) below, at any time after the Closing Date that the Co-Borrower, the Borrower or any of its Restricted Subsidiaries shall 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 existing 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) All prepayments At any time the General Partner, the Borrower or any Restricted Subsidiary of the Borrower shall be subject to Section 2.09 but receive net proceeds from any Purchase Price Adjustment, the Borrower 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 repay the Loans on the principal date such proceeds are received in an amount equal to 100% of such net proceeds. (d) For purposes of Section 4.1(b), Net Equity Proceeds of any of the following issuances of Capital Stock by the Borrower or any of its Restricted Subsidiaries shall not be required to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist applied in prepayment of the principal amount Loans: (i) issuances in connection with the Equity Investment; (ii) issuances upon the exercise of any options or warrants to be prepaid only and all accrued and unpaid interest and Fees on purchase equity securities of the principal amount to be prepaid to but excluding the date of payment shall be added Borrower or its Restricted Subsidiaries; (iii) issuances to the principal amount pursuant management of (A) the Borrower or (B) its Restricted Subsidiaries; (iv) issuances made in connection with an acquisition directly to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount seller of the outstanding Loans of assets being acquired in such Tranche, acquisition; or (v) issuances to the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such TrancheBorrower or its Restricted Subsidiaries.