Common use of Optional Prepayments and Conversions or Continuations of Loans Clause in Contracts

Optional Prepayments and Conversions or Continuations of Loans. (a) the Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) both Classes are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000100,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------and (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.Credit Agreement ----------------

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, PROVIDED that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at on any time from time to timeday, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any PROVIDED that, if such prepayment or Conversion falls on any date a day other than the last day of an Interest Period for such Loans, the Company shall pay any and all amounts required by Section 5.05 hereof as a result thereof; (c) prepayments of any Term Loan the Facility C Loans under this Section 2.08 shall be effected in such manner so that the Term Loans (and, applied first to the extent that Incremental Facility C Loans then outstanding which are outstanding, the Incremental Base Rate Loans of all Series) and then to those which are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000;Eurodollar Loans; and (d) prepayments of the Term Facility D Loans and Incremental Facility Loans under this Section 2.08 shall be applied to ratably as among the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofFacility D Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans outstanding shall be automatically Converted (on the last day(s) of the respective Interest Periods therefor) to or all Base Rate Loans shall be Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower; PROVIDED, HOWEVER, that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar if LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for such Loans; , Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans pursuant to this Section 2.09 shall be applied to PRO RATA between the Term Loan Tranches based upon the remaining installments unpaid amounts thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied in inverse order of such Loans ratably in accordance with maturity among the respective principal remaining Amortization Payments based upon the remaining unpaid amounts thereof; and Credit Agreement ---------------- (e) any . Each notice of Conversion or Continuation of Eurodollar Loans shall be subject to substantially in the provisions form of Section 2.01(d) hereof. EXHIBIT J. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate ABR Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from one Interest Period to the next Interest Period, at any time or from time to time, provided that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion only on any date other than the last day of an Interest Period for such Loans; (c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof; (d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000;the amounts specified in Section 4.04 hereof; and (de) prepayments of the Term Loans and of Incremental Facility Loans shall be applied to the remaining installments of such Loans principal thereof ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofsuch installments. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as into Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Sections 4.04 and 5.04 hereof, each Borrower shall have the right to prepay Syndicated Loans or to Convert Syndicated Loans of one Type that are denominated in Dollars into Syndicated Loans of another Type that are denominated in Dollars or Continue Syndicated Loans of one Type and Currency as Syndicated Loans of the same Type and Currency, at any time or from time to time, provided that: (a) the applicable Borrower shall give the Administrative Agent notice of each such prepayment, prepayment or Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);; (b) a Syndicated Loan of a Class may only be Continued as, or Converted to, a Syndicated Loan of the same Class; (c) a Syndicated Loan denominated in one Currency may not be Continued as, or Converted to, a Syndicated Loan in a different Currency; (d) a Syndicated Loan denominated in a Foreign Currency may not be Converted to a Loan of a different Type; and (e) no Syndicated Loan denominated in a Foreign Currency may be Continued if, after giving effect thereto, the sum of the aggregate Multicurrency Credit Exposure of all of the Multicurrency Banks would exceed the aggregate Multicurrency Commitments at such time. (b) Eurodollar Loans No Money Market Loan may be prepaid or Converted at any time from time to time, provided that without the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in consent of the event of any Bank holding such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;Money Market Loan. (c) prepayments of any Term Loan shall be effected in such manner so that Notwithstanding the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the foregoing provisions of this Section 2.01(d) hereof. Notwithstanding the foregoing2.09, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks or, with respect to any Loan denominated in any Foreign Currency, the Majority Multicurrency Banks, shall) (i) suspend the right of the Borrower Borrowers to Convert any Loan denominated in Dollars into a Eurodollar Eurocurrency Loan, or to Continue any Loan denominated in Dollars as a Eurodollar Eurocurrency Loan, in which event all Loans denominated in Dollars shall be Converted (on the last day(s) day of the respective Interest Periods Period therefor) or Continued, as the case may be, as Base Rate LoansLoans and/or (ii) suspend the right of the Company to have any Loan denominated in a Foreign Currency to have an Interest Period of more than one month's duration.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (a) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Class of Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------and (ed) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d2.01(e) hereof. It shall not be necessary in connection with the prepayment of any Class of Term Loans or Incremental Facility Term Loans that concurrent prepayments be made of any other Class of Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans. Notwithstanding the foregoing, any optional prepayment of Tranche B Term Loans effected on or prior to the first anniversary of the Closing Date with the proceeds of a substantially concurrent borrowing of Incremental Facility Term Loans under this Agreement (or any other class of term loans permitted under this Agreement pursuant to an amendment hereto), shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayment in the event that the Applicable Margin in respect of such Incremental Facility Term Loans (or other term loans) is less than the corresponding Applicable Margin in respect of the Tranche B Term Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower and PR Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower or PR Borrower, as applicable, and in accordance with all the terms in this Section 2.09; provided, however, that: (a) the Borrower or PR Borrower, as applicable, shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar if LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for such Loans; , Borrower or PR Borrower, as applicable, shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans pursuant to this Section 2.09 shall be applied (i) at the sole election and option of Borrower or PR Borrower, as applicable, in an amount not to exceed the then current available Prepayment Designation Basket in any manner among the Term Loan Tranches and the remaining installments of such Loans ratably Amortization Payments thereof as Borrower shall designate in an Officers' Certificate delivered to Administrative Agent; and (ii) unless applied in accordance with the respective foregoing subclause, pro rata among the Term Loan Tranches based upon the remaining unpaid amounts thereof and as to the remaining Amortization Payments of each such Term Loan Tranche in any manner that Borrower shall designate in an Officers' Certificate delivered to Administrative Agent. Each prepayment made pursuant to this Section 2.09 of the Tranche B-PR Term Loans or the Tranche C-PR Term Loans made on or prior to the third anniversary of the Original Closing Date shall be accompanied by a premium payment in cash of 1% of the aggregate principal amount of such Loan prepaid. Any prepayment of the Tranche B-PR Term Loans or the Tranche C-PR Term Loans made in connection with any refinancing of the Loans shall be deemed an optional prepayment under this Section 2.09 and not a mandatory prepayment of the Term Loans under Section 2.10. Notwithstanding the foregoing, in the event that Borrower elects (in its sole discretion) to provide the option (the "Option") to any of the holders of Tranche B-PR Term Loans and Tranche C-PR Term Loans to elect (in the absolute and sole discretion of such holders) not to have all or any part of any voluntary prepayments applied to such Lender's Tranche B-PR Term Loans or Tranche C-PR Term Loans, as the case may be, Borrower shall provide written notice of the Option with respect to such voluntary prepayment at least five Business Days prior to such voluntary prepayment to Administrative Agent and all holders of Tranche B-PR Term Loans and Tranche C-PR Term Loans. Any such holder may elect to accept such Option (in whole or in part) on or prior to the Business Day prior to the date of such prepayment. Any such holder who shall not have provided written acceptance thereof to Administrative Agent on or prior to the Business Day prior to the date of such prepayment shall be deemed to have declined such Option. Any amount of such voluntary prepayment so declined pursuant to the Option shall be applied (i) first, pro rata between the Tranche A Term Loans and the Tranche A-PR Term Loans and, as to any such Term Loan Tranche, to the remaining Amortization Payments thereof in any manner that Borrower shall designate in an Officers' Certificate delivered to Administrative Agent; and (ii) second, to the extent that no Tranche A Term Loans or Tranche A-PR Term Loans are outstanding after giving effect to the application required by the previous clause (i), pro rata between Tranche B-PR Term Loans and Tranche C-PR Term Loans (based upon the remaining unpaid principal amounts thereof; and Credit Agreement ---------------- (e) of the holders thereof who had not declined prepayment, and, as to any Conversion or Continuation of Eurodollar Loans shall be subject such Term Loan Tranche, to the provisions of Section 2.01(d) hereofremaining Amortization Payments thereunder in any manner that Borrower shall designate in an Officers' Certificate delivered to Administrative Agent. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate ABR Loans.. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit H.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, PROVIDED that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at on any time from time to timeday, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any PROVIDED that, if such prepayment or Conversion falls on any date a day other than the last day of an Interest Period for such Loans;, the Company shall pay any and all amounts required by Section 5.05 hereof as a result thereof; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Facility B Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans under this Section 2.08 shall be applied to ratably as among the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofFacility B Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans outstanding shall be automatically Converted (on the last day(s) of the respective Interest Periods therefor) to, or all Base Rate Loans shall be Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (a) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);; Credit Agreement (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Class of Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------and (ed) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d2.01(e) hereof. It shall not be necessary in connection with the prepayment of any Class of Term Loans or Incremental Facility Term Loans that concurrent prepayments be made of any other Class of Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans. Notwithstanding the foregoing, any optional prepayment of Tranche B Term Loans effected on or prior to the first anniversary of the Closing Date with the proceeds of a substantially concurrent borrowing of Incremental Facility Term Loans under this Agreement (or any other class of term loans permitted under this Agreement pursuant to an amendment hereto), shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayment in the event that the Applicable Margin in respect of such Incremental Facility Term Loans (or other term loans) is less than the corresponding Applicable Margin in respect of the Tranche B Term Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Borrower shall have the right to prepay Loans, to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from one Interest Period to another Interest Period, at any time or from time to time, provided that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) upon any prepayment or Conversion of Eurodollar Loans may be prepaid or Converted at any time from time to timeother than on the last day of an Interest Period for such Loans, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event as a result of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; Conversion; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d2.01(c) hereof; and (d) prepayments of the Term Loans shall be applied pro rata to the then remaining principal installments thereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into, or ContinuedContinued as, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, PROVIDED that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such CREDIT AGREEMENT notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at on any time from time to timeday, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any PROVIDED that, if such prepayment or Conversion falls on any date a day other than the last day of an Interest Period for such Loans;, the Company shall pay any and all amounts required by Section 5.05 hereof as a result thereof; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Facility B Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans under this Section 2.08 shall be applied to ratably as among the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofFacility B Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans outstanding shall be automatically Converted (on the last day(s) of the respective Interest Periods therefor) to, or all Base Rate Loans shall be Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion only on any date other than the last day of an Interest Period for such Loans; ; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied ratably to outstanding amounts of Term Loan A and Term Loan B and ratably among the remaining maturities of the installments of such Term Loans, provided that for so long as Term Loan A is outstanding, any Lender holding a Term Loan B Loan may waive its right to such Lender's portion of any prepayment made pursuant to this Section 2.09, in which case such amounts that would have been paid to such Lender will be applied ratably to outstanding amounts of Term Loan A and Term Loan B (other than such Term Loan B Loans that are the subject of the waiver) and ratably in accordance with among the respective principal amounts thereofmaturities of the installments of such Term Loans; and Credit Agreement ---------------- (ed) any Conversion or Continuation no Loan may be Converted into a Eurodollar Loan until the earlier to occur of Eurodollar Loans shall be subject (x) the conclusion of the syndication period with respect to the provisions of Section 2.01(dLoans, as notified to the 24184999 Company by the Administrative Agent and (y) hereofthe 90th day after the Closing Date. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower; provided, however, that: (a) the Borrower shall give the -------- ------- Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar if LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for such Loans; , Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility pursuant to this Section 2.09 shall be applied pro --- rata. among the Term Loan Tranches based upon the remaining unpaid amounts ---- thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied pro rata among the remaining Amortization Payments based upon --- ---- the remaining unpaid amounts thereof. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit 1. --------- Notwithstanding the foregoing, any Tranche B Term Loan Lender may, with respect to any voluntary prepayment to the extent that Tranche A Term Loans are outstanding (after giving effect to the application of such voluntary prepayment to the Tranche A Term Loans), elect not to have all or any part of any voluntary prepayments applied to such Lender's Tranche B Term Loans, in which case the aggregate amount of such prepayment so declined shall be applied to the remaining installments of such Loans ratably in accordance Amortization Payments with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject respect to the provisions of Section 2.01(d) hereofTranche A Term Loans pro rata. If no Tranche A Term Loans are outstanding, such election to decline --- ---- prepayments shall not be available. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate ABR Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Borrower shall have the right to prepay Loans, to Convert Dollar Loans and Term Loans of one Type into Loans of another Type or to Continue Eurocurrency Loans from one Interest Period to another Interest Period, at any time or from time to time, PROVIDED that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar upon any prepayment or Conversion of Eurocurrency Loans may be prepaid or Converted at any time from time to timeother than on the last day of an Interest Period for such Loans, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event as a result of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; Conversion; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion into or Continuation of Eurodollar Eurocurrency Loans shall be subject to the provisions of Section 2.01(d) hereof; and (d) prepayments of the Term Loans shall be applied pro rata to the then remaining principal installments thereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Eurocurrency Loan, in which event (x) all Eurodollar Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into, or ContinuedContinued as, as the case may be, as Base Rate Loans.Loans and (y) each Sterling Loans shall be deemed repaid (on the last day of the Interest Period therefor) and automatically reborrowed as a Base Rate Loan in an aggregate principal amount equal to the Dollar Equivalent of such Sterling Loan on the last day of the Interest Period therefor. CREDIT AGREEMENT

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);; and (b) Eurodollar Loans may be prepaid or Converted at on any time from time to timeBusiness Day, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any that, if such prepayment or Conversion falls on any date a day other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of Company shall pay any and all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or required by Section 5.05 hereof as a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts result thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans outstanding shall be automatically Converted (on the last day(s) of the respective Interest Periods therefor) to, or all Base Rate Loans shall be Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof; the Company shall have the right to prepay Swingline Loans or any Series of Revolving Credit Loans or the Term Loans, in whole at any time or in part from time to time or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, provided that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the prepayment date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) the Company shall simultaneously pay interest on any principal so prepaid accrued to the date of such prepayment; (c) if any Revolving Credit Loan that is a Eurodollar Loans may be Loan is prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date day other than the last day of an the Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstandingtherefor, the Incremental Loans Company shall simultaneously pay any amounts required by Section 5.05 hereof in respect of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000prepayment; (d) prepayments or Conversions of the Term Loans that are Eurodollar Loans may only be made on the last day of any Interest Period therefor and Incremental Facility Loans shall be applied ratably to the remaining outstanding installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------Term Loans; (e) if any Conversion Swingline Loan is outstanding, the Revolving Credit Loans may not be prepaid or Continuation Converted, (f) Swingline Loans may not be Continued. The Company shall not have the right to prepay any Competitive Loan without the consent of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofBank making such Competitive Loan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks shall) suspend (for so long as such Event of Default shall be continuing) the right of the Borrower Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower; provided, however, that: (a) the Borrower shall give the -------- ------- Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar if LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for such Loans; Loans Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility pursuant to this Section 2.09 shall be applied pro rata among the Term Loan Tranches --- ---- based upon the remaining unpaid amounts thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied pro rata among the --- ---- remaining Amortization Payments of such Term Loan Tranche based upon the remaining unpaid amounts thereof. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit J. --------- Notwithstanding the foregoing, any Tranche B Term Loan Lender may, to the extent that Tranche A Term Loans are outstanding, elect not to have all or any part of voluntary prepayments applied to such Tranche B Term Loans, in which case the aggregate amount so declined shall be applied to the Tranche A Term Loans to the remaining installments of such Loans ratably Amortization Payments under the Tranche A Term Loans, pro --- rata in accordance with the respective principal remaining unpaid amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar . If no Tranche A ---- Term Loans are outstanding, such election to decline prepayments shall not be subject to the provisions of Section 2.01(d) hereofavailable. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Alternate Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof and paragraph (h) of Annex I hereto, each Borrower shall have the right, with respect to the Loans made to it, to prepay Loans, or (in the case of Loans denominated in U.S. Dollars or Canadian Dollars) to Convert Loans of one Type into Loans of another Type or (in the case of all Loans) to Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (a) the such Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ) and (b) Eurodollar upon any prepayment or Conversion of Eurocurrency Loans may be prepaid or Converted at any time from time to timeBankers' Acceptance Loans other than on the last day of an Interest Period for such Loans (or, provided that in the case of Bankers' Acceptance Loans, the maturity dates for the underlying Bankers' Acceptances), such Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event as a result of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofConversion. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) (x) with respect to Loans denominated in U.S. Dollars, suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all such Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate LoansLoans and (y) with respect to Loans denominated in Canadian Dollars, suspend the right of the Borrowers to Convert any Loan into a Bankers' Acceptance Loan, or to Continue any Loan as a Bankers' Acceptance Loan, in which event all such Loans shall be Converted (on the maturity date therefor) or Continued, as the case may be, as Canadian Base Rate Loans and (z) with respect to Loans denominated in Dutch Guilders, require that any such Loans be Continued only as Euroguilder Loans with Interest Periods of one-month's duration.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, Borrower shall have the right to prepay Loans (without premium or penalty) of a Tranche, or to convert Loans of a Tranche of one Type into Loans of such Tranche of another Type or to continue Loans of a Tranche of one Type as Loans of such Tranche of the same Type, at any time or from time to time. Borrower shall give the Administrative Agent notice of each such prepayment, Conversion conversion or Continuation continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests); (b) Eurodollar . Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit C hereto. If Term SOFR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date converted other than on the last day of an Interest Period for therefor, Borrower shall at such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of time pay all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof expenses and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of costs required by Section 2.01(d) hereof5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereofArticle XI, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and and, at the request of the Majority Lenders Required Lenders, shall) ), upon written notice to Borrower, have the right to suspend the right of the Borrower to Convert convert any Loan into a Eurodollar Term SOFR Loan, or to Continue continue any Loan as a Eurodollar Term SOFR Loan, in which event all Loans shall be Converted converted (on the last day(s) of the respective Interest Periods therefor) or Continuedcontinued, as the case may be, as Base Rate ABR Loans. Swingline Loans may not be converted or continued. (b) The amount of any optional prepayments described in Section 2.09(a) shall be applied to prepay Loans outstanding in order of amortization, in amounts and to Tranches, all as determined by Borrower.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower; provided, however, that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar if LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for such Loans; , Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility pursuant to this Section 2.09 shall be applied pro rata among the Term Loan Tranches based upon the remaining unpaid amounts thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied pro rata among the remaining Amortization Payments based upon the remaining unpaid amounts thereof. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit H. Notwithstanding the foregoing, any Tranche B Term Loan Lender or Tranche C Term Loan Lender may, with respect to any voluntary prepayment, to the extent that Tranche A Term Loans are outstanding (after giving effect to the application of such voluntary prepayment to the Tranche A Term Loans), elect not to have all or any part of any voluntary prepayments applied to such Lender's Tranche B Term Loans or Tranche C Term Loans, as the case may be, in which case the aggregate amount of such prepayment so declined shall be applied to the remaining installments Amortization Payments with respect to the Tranche A Term Loans pro rata (to the extent that the aggregate principal amount of the Tranche A Term Loans after giving effect to such optional prepayment is less than the aggregate amount so declined by the holders of the Tranche B Term Loans ratably in accordance with and Tranche C Term Loans, such amount of the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Tranche A Term Loans shall be subject allocated pro rata to such declining holders based on the provisions of Section 2.01(d) hereofaggregate amount declined). If no Tranche A Term Loans are outstanding, such election to decline prepayments shall not be available. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate ABR Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, the Borrower Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (i) the Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that any such notice of prepayment may, subject to Section 5.05, be conditioned upon the occurrence of a refinancing transaction or other event); (bii) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (ciii) prepayments of any Class of Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------; (eiv) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d2.01(f); and (v) hereofsolely with respect to the Tranche M Term Loans, if on or prior to the date that is six calendar months after the Fourth Restatement Effective Date (A) any optional or mandatory prepayment of the Tranche M Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche M Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be deemed to constitute a like amount of OID) paid by the Borrowers to the lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transfer its Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that has the effect of lowering the interest rate (as determined in accordance with the preceding subclause (A)) on the Tranche M Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of the Tranche M Term Loans, subject to such prepayment or assignment, as applicable. (b) It shall not be necessary in connection with the prepayment of any Class of Term Loans that concurrent prepayments be made of any other Class of Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof9, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.03 hereof, the Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that (a) the Borrower shall give the Administrative Agent Lender notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 4.04 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); , (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date of Eurodollar Loans other than on the last day of an Interest Period for such Loans; therefor shall be accompanied by payment of any amount required to be reimbursed under Section 5.05 hereof and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions of the last sentence of Section 2.01(d) 2.01 hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Lender under Section 9 hereof, in the event that if any Event of Default shall have has occurred and be continuingis continuing and the Lender so notifies the Borrower, the Administrative Agent may then, so long as an Event of Default is continuing (and at the request of the Majority Lenders shalli) suspend the right of the Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event shall be suspended and (ii) all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into, or ContinuedContinued as, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Swingline Loans or any Series of Revolving Credit Loans or any Series of Term Loans, in whole at any time or in part from time to time or to Convert Loans of one Type into Loans of another type or Continue Loans of one Type as Loans of the same Type, provided that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the prepayment date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) the Company shall simultaneously pay interest on any principal so prepaid accrued to the date of such prepayment; (c) if any Revolving Credit Loan that is a Eurodollar Loans may be Loan is prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date day other than the last day of an the Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstandingtherefor, the Incremental Loans Company shall simultaneously pay any amounts required by Section 5.04 hereof in respect of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000;prepayment; Credit Agreement (d) prepayments or Conversions of the any Series of Term Loans that are Eurodollar Loans may only be made on the last day of any Interest Period therefor and Incremental Facility Loans shall be applied ratably to the remaining outstanding installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------Series of Term Loans; (e) if any Conversion Swingline Loan is outstanding, the Revolving Credit Loans may not be prepaid or Continuation of Eurodollar Converted; (f) Swingline Loans shall may not be subject to the provisions of Section 2.01(d) hereofContinued. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks shall) suspend (for so long as such Event of Default shall be continuing) the right of the Borrower Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower; provided, however, that: (a) rata among the Borrower shall give remaining Amortization Payments of such Term Loan Tranche based ---- upon the Administrative Agent remaining unpaid amounts thereof. Each notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to shall be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof substantially in the event form of Exhibit J. --------- Notwithstanding the foregoing, any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Tranche B Term Loan shall be effected in such manner so that the Term Loans (andLender may, to the extent that Incremental Tranche A Term Loans are outstanding, the Incremental Loans elect not to have all or any part of all Series) are concurrently prepaid ratably voluntary prepayments applied to such Tranche B Term Loans, in accordance with the respective outstanding principal amounts thereof and which case the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans so declined shall be applied to the Tranche A Term Loans to the remaining installments of such Loans ratably Amortization Payments under the Tranche A Term Loans, pro --- rata in accordance with the respective principal remaining unpaid amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar . If no Tranche A ---- Term Loans are outstanding, such election to decline prepayments shall not be subject to the provisions of Section 2.01(d) hereofavailable. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Alternate Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion only on any date other than the last day of an Interest Period for such Loans; ; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied ratably to the remaining Tranche A Term Loans and the Tranche B Term Loans and, in the case of each such Class, to the installments of such the Term Loans ratably pro rata in accordance with the respective principal amounts thereofof such installments; and Credit Agreement ---------------- (ed) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, the Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) upon any prepayment of Eurodollar Loans may be prepaid or Converted at any time from time to timeother than on the last day of an Interest Period for such Loans, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event as a result of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loansprepayment; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Facility A and Facility B Term Loans ratably in accordance with the respective principal then-outstanding aggregate amounts thereofof such Loans (and, as to the Loans of each such Class, ratably to each Sub-Series of the Loans of such Class in accordance with the respective then-outstanding aggregate amounts of such Sub-Series) and, each such prepayment of Facility A and Facility B Term Loans shall be applied to the installments thereof in the inverse order of maturity; and Credit Agreement ----------------and (ed) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof). Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into, or ContinuedContinued as, as the case may be, as Base Rate Loans.. Credit Agreement

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, each Borrower shall have the right to prepay Loans, to Convert Loans of one Type under one Facility into Loans of another Type under the same Facility or to Continue Loans of one Type under one Facility as Loans of the same Type under the same Facility, at any time or from time to time, provided that: (a) the such Borrower shall give the Administrative Agent (or, in the case of Swingline Loans, shall give the Swingline Lender) notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date of a Eurodollar Loan other than on the last day of an Interest Period for therefor shall be accompanied by, and subject to, the payment of any amount payable under Section 5.05 hereof in respect of such Loans;prepayment or Conversion; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d2.01(c) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower and PR Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower or PR Borrower, as applicable, and in accordance with all the terms in this Section 2.09; provided, however, that: (a) the Borrower or PR Borrower, as applicable, shall give the Administrative Agent a Notice of Conversion/Continuation or notice of each such prepayment, Conversion or Continuation prepayment as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar if LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for such Loans; , Borrower or PR Borrower, as applicable, shall at such time pay all expenses and costs required by Section 5.05; (c) prepayments of Term Loans pursuant to this Section 2.09 shall be applied, at the sole election and option of Borrower or PR Borrower, as applicable, in any manner among the remaining Amortization Payments (but pro rata among the Term Loan Lenders, except as contemplated by the next paragraph) as Borrower or PR Borrower, as applicable, shall be effected designate in such manner so that the Term Loans (and, an Officers' Certificate delivered to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof Administrative Agent; and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans pursuant to this Section 2.09 made at any time on or prior to the first anniversary of the Closing Date shall be subject to a prepayment premium of 1% of the principal amount prepaid. Notwithstanding the foregoing, in the event that Borrower or PR Borrower, as applicable, elects (in its sole discretion) to provide the option (the "Option") to any of the holders of Term Loans to elect (in the absolute and Incremental Facility Loans sole discretion of such holders) not to have all or any part of any voluntary prepayments applied to such Lender's Term Loans, Borrower or PR Borrower, as applicable, shall provide written notice of the Option with respect to such voluntary prepayment at least five Business Days prior to such voluntary prepayment to Administrative Agent and all holders of Term Loans. Any such holder may elect to accept such Option at least two Business Days prior to the date of such prepayment. Any such holder who shall not have provided written acceptance thereof to Administrative Agent at least two Business Days prior to the date of such prepayment shall be deemed to have declined such Option. Any amount of such voluntary prepayment so declined pursuant to the Option shall be applied to the remaining installments holders of such Term Loans ratably who had not declined prepayment in accordance with any manner that Borrower or PR Borrower, as applicable, shall designate in an Officers' Certificate delivered to Administrative Agent (but pro rata among the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans Term Loan Lenders who shall be subject not have declined prepayment pursuant to the provisions of Section 2.01(d) hereofOption). Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower and PR Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted into (on the last day(s) of the respective Interest Periods therefor) or ContinuedContinued as, as the case may be, ABR Loans. Each Notice of Conversion/Continuation shall be substantially in the form of Exhibit H, or such other form as Base Rate Loansmay be approved by Administrative Agent.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, PROVIDED that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at on any time from time to timeday, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any PROVIDED that, if such prepayment or Conversion falls on any date a day other than the last day of an Interest Period for such Loans;, the Company shall pay any and all amounts required by Section 5.05 hereof as a result thereof; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Facility B Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans under this Section 2.08 shall be applied to ratably as among the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofFacility B Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans outstanding shall be automatically Converted (on the last day(s) of the respective Interest Periods therefor) to or all Base Rate Loans shall be Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company has the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, in whole or in part, without premium or penalty, except as may be required by Section 5 hereof, provided that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation pursuant to a Notice of Prepayment, Conversion or Continuation substantially in the form of Exhibit J hereto and as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; provided, however, notwithstanding Section 11.02(b) hereof, an authorized officer of the Company may deliver to the Agent an unsigned Notice of Prepayment, Conversion or Continuation by email to fx.xx.XxxxxxxxxxXxxxx@xxxxxxxx.xxx (or such other email as the Agent may direct in writing) so long as the Company delivers to the Agent a signed copy thereof relating to such notice within five (5) Business Days of the date such email is delivered to the Agent, provided, that without limiting the Company’s obligations above, if the signed copy shall not be received, each of the Agent and the Banks shall be authorized to rely on the unsigned notice (with the same force and effect as a signed notice); and (b) a Eurodollar Loans Loan may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion only on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofLoan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuingexists, the Administrative Agent may (and at the request of the Majority Lenders Required Banks shall) suspend the right of the Borrower Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as to Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04, Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar . Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for Period, Borrower shall at such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of time pay all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof expenses and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of costs required by Section 2.01(d) hereof5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate ABR Loans. Prepayments of the Term Loans pursuant to this Section 2.09 shall be applied PRO RATA among the Term Facilities based upon the remaining unpaid amounts thereof, except that, at the sole election of Borrower, up to $25.0 million of the Term C Facility Loans may be prepaid without prepaying any other Term Loans if such prepayment is made within five Business Days of the Closing Date; with any application (A) to the Term A Facility to be applied PRO RATA among the remaining Amortization Payments thereof based upon the remaining unpaid amounts thereof and (B) to each of the other Term Facilities to be applied in inverse order of maturity of the remaining Amortization Payments thereof. Notwithstanding the foregoing, any holder of Term B Facility Loans or Term C Facility Loans at its sole discretion may, with respect to any optional prepayment, so long as any Term A Facility Loans are then outstanding (after giving effect to the application of such required prepayment to the Term A Facility Loans), elect by written notice provided to Administrative Agent not to have all or any amount of any such required prepayments applied to such holder's Term B Facility Loans or Term C Facility Loans, as the case may be, in which case the aggregate amount so declined shall, at the option of Borrower, either be retained by Borrower or be applied PRO RATA to the remaining Amortization Payments of the Term A Facility; PROVIDED, HOWEVER, that to the extent that the aggregate principal amount of the Term A Facility Loans after giving effect to such optional prepayment is less than the aggregate amount so declined by the holders of the Term B Facility Loans and Term C Facility Loans, such amount so declined shall be allocated between the declining holders of the Term B Facility Loans and Term C Facility Loans PRO RATA based on the aggregate amount declined by each such holder.

Optional Prepayments and Conversions or Continuations of Loans. (a) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);; Credit Agreement ---------------- (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------and (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Sections 4.04 and 5.05 hereof, the Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (a) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans (other than the Acquisition Loans) made on or after the initial Principal Payment Date shall be applied to the remaining installments of such the Term Loans ratably in accordance with the respective principal amounts thereof; (c) prepayments of the Acquisition Loans made after the Supplemental Acquisition Loan Commitment Termination Date shall be applied ratably in accordance with the Credit Agreement 57 - 52 - respective amounts thereof; and Credit Agreement ---------------- (ed) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate ABR Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, the Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (ai) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (bii) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (ciii) prepayments of any Class of Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------; (eiv) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d2.01(f); and (v) hereofsolely with respect to the Tranche F Term Loans, if on or prior to the six month anniversary of the Restatement Effective Date, (A) any optional or mandatory prepayment of the Tranche F Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche F Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be deemed to constitute a like amount of OID) paid by the Borrowers to the lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transfer its Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that has the effect of lowering the interest rate (as determined in accordance with the preceding subclause (A)) on the Tranche F Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of the Tranche F Term Loans, subject to such prepayment or assignment, as applicable. It shall not be necessary in connection with the prepayment of any Class of Term Loans that concurrent prepayments be made of any other Class of Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof9, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower shall have the right to prepay Loans, in whole or in part, without penalty or premium, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower; provided, however, that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar if LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for such Loans; , Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans pursuant to this Section 2.09 shall be applied to the remaining installments scheduled Amortization Payments on a pro rata basis. Each notice of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to substantially in the provisions form of Section 2.01(d) hereof. Exhibit J. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which -42- event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate ABR Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, each Borrower shall have the right to prepay Loans, to Convert Loans of one Type under one Facility into Loans of another Type under the same Facility or to Continue Loans of one Type under one Facility as Loans of the same Type under the same Facility, at any time or from time to time, PROVIDED that: (a) the such Borrower shall give the Administrative Agent (or, in the case of Swingline Loans, shall give the Swingline Lender) notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date of a Eurodollar Loan other than on the last day of an Interest Period for therefor shall be accompanied by, and subject to, the Credit Agreement ---------------- payment of any amount payable under Section 5.05 hereof in respect of such Loansprepayment or Conversion; (c) prepayments of any Loans under the Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied FIRST in the direct order of maturity of the installments of such Loans falling due within one year from the date of prepayment and THEN ratably to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereofLoans; and Credit Agreement ----------------and (ed) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing -------- under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------and (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Swingline Loans, the Increased Commitment Loans or any Series of Revolving Credit Loans or the Term Loans, in whole at any time or in part from time to time or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, PROVIDED that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the prepayment date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) the Company shall simultaneously pay interest on any principal so prepaid accrued to the date of such prepayment; (c) if any Revolving Credit Loan or Increased Commitment Loan that is a Eurodollar Loans may be Loan is prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date day other than the last day of an the Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstandingtherefor, the Incremental Loans Company shall simultaneously pay any amounts required by Section 5.05 hereof in respect of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000prepayment; (d) prepayments or Conversions of the Term Loans that are Eurodollar Loans may only be made on the last day of any Interest Period therefor and Incremental Facility Loans shall be applied ratably to the remaining outstanding installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------Term Loans; (e) if any Conversion Swingline Loan is outstanding, the Increased Commitment Loans and Revolving Credit Loans may not be prepaid or Continuation Converted; (f) Swingline Loans may not be Continued; (g) Any payments received by or on behalf of Eurodollar Loans the Company shall first be subject applied to reduce the provisions outstanding Increased Commitment Loans, if any. The Company shall not have the right to prepay any Competitive Loan without the consent of Section 2.01(d) hereofthe Bank making such Competitive Loan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks shall) suspend (for so long as such Event of Default shall be continuing) the right of the Borrower Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans." (h) Subsection (a) of Section 3.01 of the Credit Agreement is deleted and replaced with the following: (a) The Company hereby promises to pay to the Administrative Agent for account of each Bank providing any such Loan (i) the outstanding principal amount of each of such Bank's Increased Commitment Loans, and each Increased Commitment Loan shall mature, upon the expiration of the Increased Commitment Period, (ii) the outstanding principal amount of each of such Bank's Revolving Credit Loans, and each Revolving Credit Loan shall mature, on the Commitment Termination Date and (iii) the outstanding principal amount of each Competitive Loan, and each Competitive Loan shall mature, on the last day of the Interest Period applicable to such Loan." (i) Subsection (a) of Section 3.02 of the Credit Agreement is deleted and replaced with the following: (a) if such Loan is a Revolving Credit Loan or an Increased Commitment Loan, (i) during such periods as such Loan is a Base Rate Loan, the Base Rate (as in effect from time to time) PLUS the Applicable Margin and (ii) during such periods as such Loan is a Eurodollar Loan, for each Interest Period relating thereto, the Eurodollar Rate for such Loan for such Interest Period PLUS the Applicable Margin;" (j) Section 4.02 of the Credit Agreement is deleted and replaced with the following:

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower; provided, however, that: (a) the Borrower shall give the -------- ------- Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar if any LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for such Loans; , Borrower shall pay all amounts due under Section 5; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans pursuant to this Section 2.09 shall be applied pro rata among the Term Loan Tranches based upon the remaining unpaid --- ---- amounts thereof and (A) as to Tranche A Term Loans, the amount to be applied thereto shall be applied pro rata among the remaining Amortization Payments --- ---- based upon the remaining unpaid amounts thereof and (B) as to the Tranche B Term Loans, the amount to be applied thereto shall be applied in inverse order of maturity of the remaining Amortization Payments thereunder. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit J. --------- Notwithstanding the foregoing, in the event that Borrower elects (in its sole discretion) to provide the option (the "Option") to any of the holders ------ of Tranche B Term Loans to elect (in the absolute and sole discretion of such holders) not to have all or any part of any voluntary prepayments applied to such Lender's Tranche B Term Loans, Borrower shall provide written notice of the Option with respect to such voluntary prepayment at least five Business Days prior to such voluntary prepayment to Administrative Agent and all holders of Tranche B Term Loans. Any such holder may elect to accept such Option (in whole or in part) on or prior to the Business Day prior to the date of such prepayment. Any such holder who shall not have provided written acceptance thereof to Administrative Agent on or prior to the Business Day prior to the date of such prepayment shall be deemed to have declined such Option. Any amount of such voluntary prepayment so declined pursuant to the Option shall be applied (i) first, pro rata to the remaining installments Amortization Payments of such Loans ratably in accordance with the respective principal amounts thereofTranche A Term ----- --- ---- Loans; and Credit Agreement ---------------- (eii) any Conversion or Continuation of Eurodollar Loans shall be subject second, to the provisions extent that no Tranche A Term Loans are ------ outstanding after giving effect to the application required by the previous clause (i), to Tranche B Term Loans of Section 2.01(d) hereofthe holders thereof who had not declined prepayment in inverse order of maturity with respect to the remaining Amortization Payments thereunder. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Alternate Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower shall have the right to prepay Loans, in whole or in part, without penalty or premium, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower; provided, however, that: (a) the Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar if LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for such Loans; , Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans pursuant to this Section 2.09 shall be applied to the remaining installments scheduled Amortization Payments on a pro rata basis. Each notice of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to substantially in the provisions form of Section 2.01(d) hereof. Exhibit J. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate ABR Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company has the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, in whole or in part, without premium or penalty, except as may be required by Section 5 hereof, provided that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation pursuant to a Notice of Prepayment, Conversion or Continuation substantially in the form of Exhibit J hereto and as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; provided, however, notwithstanding Section 11.02(b) hereof, an authorized officer of the Company may deliver to the Agent an unsigned Notice of Prepayment, Conversion or Continuation by email to fm.xx.XxxxxxxxxxXxxxx@xxxxxxxx.xxx (xr such other email as the Agent may direct in writing) so long as the Company delivers to the Agent a signed copy thereof relating to such notice within five (5) Business Days of the date such email is delivered to the Agent, provided, that without limiting the Company’s obligations above, if the signed copy shall not be received, each of the Agent and the Banks shall be authorized to rely on the unsigned notice (with the same force and effect as a signed notice); and (b) a Eurodollar Loans Loan may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion only on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofLoan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default exists or a demand for payment of and Cash Collateral (if applicable) for any Loan Obligations by the Required Banks shall have occurred and be continuingbeen made, the Administrative Agent may (and at the request of the Majority Lenders Required Banks or the demanding Bank, if applicable, shall) suspend the right of the Borrower Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as to Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.03 hereof, the Borrowers shall have the right to prepay Loans or to Convert all or a part of any Loan of one Type into Loans of another Type (PROVIDED that a Loan that is not a Swingline Loan cannot be converted to a Swingline Loan and a Loan (including a Swingline Loan) cannot be converted to a Letter of Credit) or Continue all or a part of any Loan of one Type as Loans of the same Type, at any time or from time to time, and Convert Letters of Credit Liabilities and Swingline Loan Liabilities into Loans hereunder and may Continue any Letter of Credit, PROVIDED that: (a) the applicable Borrower shall give the Administrative Lender and the Agent (or in the case of Swingline Loans, shall give BOM instead of the Agent) notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar Loans and BA Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion only on any date other than the last day of an Interest Period for such Loans; ; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (andLender concurrently makes an identical prepayment, to Conversion or Continuation under the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof Funding Credit Agreement; and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments the Conversion of a Swingline Loan to another Type of Loan shall satisfy the full amount of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofrelated Swingline Loan Liability. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Lender under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent Lender may (and at and, if the request of Lender may only maintain loans under the Majority Lenders Funding Credit Agreement based on the Chase Canada Prime Rate, shall) by notice to Canadian Forest suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, a U.S. Base Rate Loan or a BA Loan or to Continue any Loan as a Eurodollar Loan, a U.S. Base Rate Loan or a BA Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor, if applicable) or Continued, as the case may be, as Base Rate Canadian Prime Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, the Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (ai) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (bii) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (ciii) prepayments of any Class of Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------; (eiv) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d2.01(f); and (v) hereofsolely with respect to the Tranche G Term Loans, if on or prior to the first anniversary of the Restatement Effective Date (A) any optional or mandatory prepayment of the Tranche G Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche G Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be deemed to constitute a like amount of OID) paid by the Borrowers to the lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transfer its Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that has the effect of lowering the interest rate (as determined in accordance with the preceding subclause (A)) on the Tranche G Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of the Tranche G Term Loans, subject to such prepayment or assignment, as applicable. (vi) solely with respect to the Tranche H Term Loans, if on or prior to November 29, 2013, (i) any optional or mandatory prepayment of Tranche H Term Loans is made from the proceeds of a substantially concurrent borrowing of new term loans which new term loans have a yield that is less than the yield in respect of the Tranche H Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be deemed to constitute a like amount of OID) paid by the Borrowers to the lenders under any such term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life) or (ii) any Lender is required to assign its Tranche H Term Loans in connection with an amendment to the terms of the Tranche H Term Loans that has the effect of reducing the yield on the Tranche H Term Loans, then, in each such case, the Borrowers shall pay a premium to each applicable Lender equal to 1.00% of the aggregate principal amount of such Lender’s Tranche H Term Loans subject to prepayment or assignment. It shall not be necessary in connection with the prepayment of any Class of Term Loans that concurrent prepayments be made of any other Class of Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof9, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.. Table of Contents

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, Borrower and PR Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Loans of one Type as Loans of the same Type, at any time or from time to time to be applied as specified by Borrower or PR Borrower, as applicable, and in accordance with all the terms in this Section 2.09; provided, however, that: (a) the Borrower or PR Borrower, as applicable, shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar if LIBOR Loans may be are prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than on the last day of an Interest Period for such Loans; , Borrower or PR Borrower, as applicable, shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans pursuant to this Section 2.09 shall be applied (i) at the sole election and option of Borrower or PR Borrower, as applicable, in an amount not to exceed the then current available Prepayment Designation Basket in any manner among the Term Loan Tranches and the remaining Amortization Payments thereof as Borrower shall designate in an Officers' Certificate delivered to Administrative Agent; provided, however, that any such voluntary prepayments applied to any remaining Amortization Payments of the Tranche B Term Loans or the Tranche C Term Loans may only be applied either (at the sole election and option of Borrower or PR Borrower, as the case may be) in inverse order of maturity or pro rata, (ii) at the sole election and option of PR Borrower, to the Tranche A-PR Term Loans (without regard to (or deduction from) the Prepayment Designation Basket) in any manner among the remaining installments Amortization Payments thereof as PR Borrower shall designate in an Officers' Certificate delivered to Administrative Agent but if and only to the extent such optional prepayment is made from internally generated funds of such Loans ratably PR Borrower and its Subsidiaries, and (iii) unless applied in accordance with the respective foregoing subclauses (i) or (ii), pro rata among the Term Loan Tranches based upon the remaining unpaid amounts thereof and (A) as to Tranche A Term Loans and Tranche A-PR Term Loans, the amount to be applied thereto shall be applied pro rata among the remaining Amortization Payments based upon the remaining unpaid amounts thereof and (B) as to each of the Tranche B Term Loans and the Tranche C Term Loans, the amount to be applied thereto shall be applied in inverse order of maturity of the remaining Amortization Payments thereunder. Each prepayment made pursuant to this Section 2.09 of the Tranche B Term Loans or the Tranche C Term Loans made (A) on or prior to the first anniversary of the Closing Date shall be accompanied by a premium payment in cash of 2% of the aggregate principal amount of such Loan prepaid and (B) after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date shall be accompanied by a premium payment in cash of 1% of the aggregate principal amount of such Loan prepaid. Any prepayment of the Tranche B Term Loans or the Tranche C Term Loans made in connection with any refinancing of the Loans shall be deemed an optional prepayment under this Section 2.09 and not a mandatory prepayment of the Term Loans under Section 2.10. Notwithstanding the foregoing, in the event that Borrower elects (in its sole discretion) to provide the option (the "Option") to any of the holders of Tranche B Term Loans and Tranche C Term Loans to elect (in the absolute and sole discretion of such holders) not to have all or any part of any voluntary prepayments applied to such Lender's Tranche B Term Loans or Tranche C Term Loans, as the case may be, Borrower shall provide written notice of the Option with respect to such voluntary prepayment at least five Business Days prior to such voluntary prepayment to Administrative Agent and all holders of Tranche B Term Loans and Tranche C Term Loans. Any such holder may elect to accept such Option (in whole or in part) on or prior to the Business Day prior to the date of such prepayment. Any such holder who shall not have provided written acceptance thereof to Administrative Agent on or prior to the Business Day prior to the date of such prepayment shall be deemed to have declined such Option. Any amount of such voluntary prepayment so declined pursuant to the Option shall be applied (i) first, pro rata between the Tranche A Term Loans and the Tranche A-PR Term Loans and, as to any such Term Loan Tranche, pro rata to the remaining Amortization Payments thereof; and (ii) second, to the extent that no Tranche A Term Loans or Tranche A-PR Term Loans are outstanding after giving effect to the application required by the previous clause (i), pro rata between Tranche B Term Loans and Tranche C Term Loans (based upon the remaining unpaid principal amounts thereof; and Credit Agreement ---------------- (e) of the holders thereof who had not declined prepayment, and, as to any Conversion or Continuation such Term Loan Tranche, in inverse order of Eurodollar Loans shall be subject maturity with respect to the provisions of Section 2.01(d) hereofremaining Amortization Payments thereunder. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Loan as a Eurodollar LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate ABR Loans.. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit H.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, the Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (ai) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (bii) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (ciii) prepayments of any Class of Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------Table of Contents (eiv) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d2.01(f); and (v) hereofsolely with respect to the Tranche G Term Loans, if on or prior to the first anniversary of the Restatement Effective Date (A) any optional or mandatory prepayment of the Tranche G Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche G Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be deemed to constitute a like amount of OID) paid by the Borrowers to the lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transferits Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that has the effect of lowering the interest rate (as determined in accordance with the preceding subclause (A)) on the Tranche G Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of the Tranche G Term Loans, subject to such prepayment or assignment, as applicable. (vi) solely with respect to the Tranche H Term Loans, if on or prior to November 29, 2013, (i) any optional or mandatory prepayment of Tranche H Term Loans is made from the proceeds of a substantially concurrent borrowing of new term loans which new term loans have a yield that is less than the yield in respect of the Tranche H Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be deemed to constitute a like amount of OID) paid by the Borrowers to the lenders under any such term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life) or (ii) any Lender is required to assign its Tranche H Term Loans in connection with an amendment to the terms of the Tranche H Term Loans that has the effect of reducing the yield on the Tranche H Term Loans, then, in each such case, the Borrowers shall pay a premium to each applicable Lender equal to 1.00% of the aggregate principal amount of such Lender’s Tranche H Term Loans subject to prepayment or assignment. It shall not be necessary in connection with the prepayment of any Class of Term Loans that concurrent prepayments be made of any other Class of Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof9, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date of Eurodollar Loans other than on the last day of an Interest Period for such Loans; Loans shall be accompanied by payment of any amounts owing under Section 5.05 as a result of such prepayment; and (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions proviso set forth at the end of Section 2.01(d) hereof2.01. Each such notice of prepayment shall be in substantially the form of Exhibit I (a "Notice of Prepayment"), and each such notice of any Conversion or Continuation shall be in substantially the form of Exhibit J (a "Notice of Conversion/Continuation"). Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into, or ContinuedContinued as, as the case may be, as Base Rate Loans.. Credit Agreement ----------------

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Swingline Loans or any Series of Revolving Credit Loans or the Term Loans, in whole at any time or in part from time to time or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, PROVIDED that: (a) the Borrower Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the prepayment date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) the Company shall simultaneously pay interest on any principal so prepaid accrued to the date of such prepayment; (c) if any Revolving Credit Loan that is a Eurodollar Loans may be Loan is prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date day other than the last day of an the Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstandingtherefor, the Incremental Loans Company shall simultaneously pay any amounts required by Section 5.05 hereof in respect of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000prepayment; (d) prepayments or Conversions of the Term Loans that are Eurodollar Loans may only be made on the last day of any Interest Period therefor and Incremental Facility Loans shall be applied ratably to the remaining outstanding installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------Term Loans; (e) if any Conversion Swingline Loan is outstanding, the Revolving Credit Loans may not be prepaid or Continuation Converted; (f) Swingline Loans may not be Continued. The Company shall not have the right to prepay any Competitive Loan without the consent of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereofBank making such Competitive Loan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks shall) suspend (for so long as such Event of Default shall be continuing) the right of the Borrower Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (a) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (c) prepayments of any Term Loan shall be effected in such manner so that the Class of Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------and (ed) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d2.01(f) hereof. It shall not be necessary in connection with the prepayment of any Class of Term Loans or Incremental Facility Term Loans that concurrent prepayments be made of any other Class of Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04, the Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (ai) the Borrower Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (bii) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans; (ciii) prepayments of any Class of Term Loan shall be effected in such manner so that the Term Loans (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000; (d) prepayments of the Term Loans and Incremental Facility Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------; (eiv) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d2.01(f); and (v) hereofsolely with respect to the Tranche I Term Loans, if on or prior to the date that is six calendar months after the Third Restatement Effective Date (A) any optional or mandatory prepayment of the Tranche I Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche I Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be deemed to constitute a like amount of OID) paid by the Borrowers to the lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transfer its Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that has the effect of lowering the interest rate (as determined in accordance with the preceding subclause (A)) on the Tranche I Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of the Tranche I Term Loans, subject to such prepayment or assignment, as applicable. (vi) solely with respect to the Tranche J Term Loans, if on or prior to the one year anniversary of the Third Restatement Effective Date (A) any optional or mandatory prepayment of the Tranche J Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche J Term Loans; provided that, in determining such applicable interest rates, OID or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be deemed to constitute a like amount of OID) paid by the Borrowers to the lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transfer its Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that has the effect of lowering the interest rate (as determined in accordance with the preceding subclause (A)) on the Tranche J Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of the Tranche J Term Loans, subject to such prepayment or assignment, as applicable. It shall not be necessary in connection with the prepayment of any Class of Term Loans that concurrent prepayments be made of any other Class of Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof9, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) or Continued, as the case may be, as Base Rate Loans.

Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04(a) hereof, the Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (i) the Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); ; (bii) Eurodollar Loans may be prepaid or Converted at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion only on any date other than the last day of an Interest Period for such Loans; ; and (ciii) prepayments of any Tranche A Term Loan Loans or Tranche C Term Loans under this Section 2.08(a) shall be effected in applied to each of such manner so that the Term Classes of Loans (andx) as between such Classes of Loans, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably pro rata in accordance with the respective outstanding aggregate principal amounts thereof outstanding on the date of prepayment and (y) as within such Classes of Loans, to the aggregate principal amount respective installments thereof in the inverse order of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $500,000;their maturities. (db) prepayments of the Term Loans and Incremental Facility Loans shall be applied Notwithstanding anything contained herein to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ---------------- (e) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoingcontrary, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Credit Agreement Periods therefor) or Continued, as the case may be, as Base Rate Loans.