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

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. Borrower shall give Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If LIBOR Loans are prepaid or Converted other than on the last day of an Interest Period, Borrower shall at such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 10, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 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. Subject to Section 4.044.04 hereof and paragraph (h) of Annex I hereto, each Borrower shall have the right 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) 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). Each notice ) and (b) upon any prepayment or Conversion of Conversion Eurocurrency Loans or Continuation shall be substantially in the form of EXHIBIT H. If LIBOR Bankers' Acceptance Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod for such Loans (or, in the case of Bankers' Acceptance Loans, the maturity dates for the underlying Bankers' Acceptances), such Borrower shall at pay any amounts owing under Section 5.05 hereof as a result of such time pay all expenses and costs required by Section 5.05prepayment or Conversion. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 1010 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 Borrower the Borrowers to Convert any Loan into a LIBOR Eurodollar Loan, or to Continue any Loan as a LIBOR 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 ABR Loans. Prepayments of the Term Base Rate 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 (By) 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 Loans denominated in Canadian Dollars, suspend the right of the Borrowers to Convert any optional prepaymentLoan into a Bankers' Acceptance Loan, so long or to Continue any Loan as any Term A Facility a Bankers' Acceptance Loan, in which event all such Loans are then outstanding shall be Converted (after giving effect to on the application of such required prepayment to the Term A Facility Loans), elect by written notice provided to Administrative Agent not to have all maturity date therefor) or any amount of any such required prepayments applied to such holder's Term B Facility Loans or Term C Facility LoansContinued, 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 as Canadian Base Rate Loans and Term C Facility Loans(z) with respect to Loans denominated in Dutch Guilders, require that any such amount so declined shall Loans be allocated between the declining holders Continued only as Euroguilder Loans with Interest Periods of the Term B Facility Loans and Term C Facility Loans PRO RATA based on the aggregate amount declined by each such holderone-month's duration.

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. time to be applied as specified by Borrower; provided, however, that: (a) Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If ; (b) if LIBOR Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod for such Loans, Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of the Term Loans pursuant to this Section 2.09 shall be applied to scheduled Amortization Payments on a pro rata basis. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit J. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 10, 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 Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 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. 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. time to be applied as specified by Borrower; provided, however, that: (a) Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If ; (b) if LIBOR Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod for such Loans, Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of the Term Loans pursuant to this Section 2.09 shall be applied to scheduled Amortization Payments on a pro rata basis. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit J. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 10, 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 Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 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. Subject to Section 4.044.04 hereof, Borrower the Company 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 , provided that: (a) the 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). Each notice of Conversion or Continuation shall ; (b) Eurodollar Loans may be substantially in the form of EXHIBIT H. If LIBOR Loans are prepaid or Converted other than only on the last day of an Interest PeriodPeriod for such Loans; (c) prepayments of the Term Loans shall be applied ratably to outstanding amounts of Term Loan A and Term Loan B and ratably among the maturities of the installments of such Term Loans, Borrower shall at 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 time pay all expenses 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 costs required Term Loan B (other than such Term Loan B Loans that are the subject of the waiver) and ratably among the maturities of the installments of such Term Loans; and (d) no Loan may be Converted into a Eurodollar Loan until the earlier to occur of (x) the conclusion of the syndication period with respect to the Loans, as notified to the 24184999 Company by Section 5.05the Administrative Agent and (y) the 90th day after the Closing Date. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 1010 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 Borrower the Company to Convert any Loan into a LIBOR Eurodollar Loan, or to Continue any Loan as a LIBOR 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 ABR Base Rate 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. 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. time to be applied as specified by Borrower; provided, however, that: (a) Borrower shall give -------- ------- Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If ; (b) if LIBOR Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod for such Loans, Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of the Term 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, 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 Amortization Payments with respect to the Tranche 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 10, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 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. 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. time to be applied as specified by Borrower; provided, however, that: (a) Borrower shall give Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If ; (b) if LIBOR Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod for such Loans, Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of the Term 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, 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 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 and Tranche C Term Loans, such amount of the Tranche A Term Loans shall be allocated pro rata to such declining holders based on the aggregate 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 10, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 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. 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. 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) Borrower or PR Borrower, as applicable, shall give Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If ; (b) if LIBOR Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod 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 the Term 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; and (ii) unless applied in accordance with the 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) of the holders thereof who had not declined prepayment, and, as to any such Term Loan Tranche, to the remaining 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 10, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 ABR Loans. Prepayments Each notice of the Term Loans pursuant to this Section 2.09 Conversion or Continuation shall be applied PRO RATA among substantially in the Term Facilities based upon the remaining unpaid amounts thereof, except that, at the sole election form 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.Exhibit H.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04Sections 4.04 and 5.05 hereof, Borrower the Borrowers 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 , provided that: (a) 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). Each notice ; (b) prepayments of the Term Loans (other than the Acquisition Loans) made on or after the initial Principal Payment Date shall be applied to the installments of the Term Loans ratably in accordance with the respective 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 (d) any Conversion or Continuation of Eurodollar Loans shall be substantially in subject to the form provisions of EXHIBIT H. If LIBOR Loans are prepaid or Converted other than on the last day of an Interest Period, Borrower shall at such time pay all expenses and costs required by Section 5.052.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 1010 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 Borrower the Borrowers to Convert any Loan into a LIBOR Eurodollar Loan, or to Continue any Loan as a LIBOR 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 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. Subject to Section 4.044.04 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 Eurodollar Loans of from one Type as Loans of the same TypeInterest 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). Each notice ; (b) upon any prepayment or Conversion of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If LIBOR Eurodollar Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod for such Loans, the Borrower shall at pay any amounts owing under Section 5.05 hereof as a result of such time pay all expenses prepayment or Conversion; (c) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(c) hereof; and costs required by Section 5.05(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 1010 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 LIBOR Eurodollar Loan, or to Continue any Loan as a LIBOR 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 ABR Base Rate 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. Subject to Section 4.044.04 hereof, Borrower shall have the Company has 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 , in whole or in part, without premium or penalty, except as may be required by Section 5 hereof, provided that: (a) the Company shall give Administrative the 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). Each notice ; 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 substantially in authorized to rely on the form of EXHIBIT H. If LIBOR Loans are unsigned notice (with the same force and effect as a signed notice); and (b) a Eurodollar Loan may be prepaid or Converted other than only on the last day of an Interest Period, Borrower shall at Period for such time pay all expenses and costs required by Section 5.05Loan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 109 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, Administrative the Agent may (and at the request of the Majority Lenders Required Banks or the demanding Bank, if applicable, shall) suspend the right of Borrower the Company to Convert any Loan into a LIBOR Eurodollar Loan, or to Continue any Loan as a LIBOR 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 ABR to Base Rate 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. 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. 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) Borrower or PR Borrower, as applicable, shall give Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If ; (b) if LIBOR Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod 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 the Term 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 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 PR Borrower and its Subsidiaries, and (iii) unless applied in accordance with the 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) of the holders thereof who had not declined prepayment, and, as to any such Term Loan Tranche, 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 10, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 ABR Loans. Prepayments Each notice of the Term Loans pursuant to this Section 2.09 Conversion or Continuation shall be applied PRO RATA among substantially in the Term Facilities based upon the remaining unpaid amounts thereof, except that, at the sole election form 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.Exhibit H.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.044.03 hereof, Borrower the Borrowers shall have the right to prepay Loans, Loans or to Convert Loans 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 to Continue Loans 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 Administrative the 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). Each notice of Conversion or Continuation shall ; (b) Eurodollar Loans and BA Loans may be substantially in the form of EXHIBIT H. If LIBOR Loans are prepaid or Converted other than only on the last day of an Interest PeriodPeriod for such Loans; (c) the Lender concurrently makes an identical prepayment, Borrower Conversion or Continuation under the Funding Credit Agreement; and (d) the Conversion of a Swingline Loan to another Type of Loan shall at such time pay all expenses and costs required by Section 5.05satisfy the full amount of the related Swingline Loan Liability. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Lender under Section 109 hereof, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent the 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 Borrower the Borrowers to Convert any Loan into a LIBOR Eurodollar Loan, a U.S. Base Rate Loan or a BA Loan or to Continue any Loan as a LIBOR 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 ABR Canadian Prime 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. 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 Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If LIBOR Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod therefor, Borrower shall at such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 10, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of Borrower while an Event of Default is continuing to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 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 thatand as to each Term Facility, 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 Term 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 shall be applied to the Term A Facility Loans PRO RATA to the remaining Amortization Payments of the Term A Facilitythereof; 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, the excess of such amount so declined and not applied to the Term A Facility Loans 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, and as to each Term Facility, PRO RATA among the remaining Amortization Payments thereof based upon the remaining unpaid amounts thereof.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.044.04 and the last sentence of this Section 4.09, 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 Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. Exhibit G. If LIBOR Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod therefor, Borrower shall at such time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 10, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 ABR Loans. Prepayments of the Term B Facility Loans pursuant to this Section 2.09 shall be applied PRO RATA among the Term Facilities based upon pro rata to 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 scheduled amortization payments in inverse order of maturity of the remaining Amortization Payments respect 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 After giving effect to the application of such required any 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 Loanspursuant to this Section 2.09, such amount so declined Borrower shall be allocated between thereupon have the declining holders ability to borrow not less than $30,000,000 in the form of the Term B Facility Loans and Term C Facility Loans PRO RATA based on the aggregate amount declined by each such holdera Revolving Loan pursuant to this Agreement.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.044.04 hereof, Borrower the Company shall have the right to prepay Loans, or to Convert Revolving Credit Loans and Term Loans of one Type into Loans of another Type or to Continue Revolving Credit Loans and Term Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower , provided that: (a) the Company shall give Administrative the Agent (or, in the case of the Swingline Loans, 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). Each notice of Conversion or Continuation shall ; (b) Eurodollar Loans may be substantially in the form of EXHIBIT H. If LIBOR Loans are prepaid or Converted other than only on the last day of an Interest PeriodPeriod for such Loans; (c) prepayments by the Company of the Term Loans shall be applied pro rata to the Tranche A Term Loans and the Tranche B Term Loans; (d) prepayments by the Company of any Class of Term Loans shall be applied to the remaining installments of such Term Loans pro rata; (e) if any Swingline Loan is outstanding, Borrower shall at such time pay all expenses the Revolving Credit Loans may not be prepaid or converted; and costs required by Section 5.05(f) Swingline Loans may not be Continued. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 1010 hereof, in the event that any Event of Default shall have occurred and be continuing, Administrative the Agent may (and at the request of the Majority Lenders shall) suspend the right of Borrower the Company to Convert any Loan into a LIBOR Eurodollar Loan, or to Continue any Loan as a LIBOR 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 ABR Base Rate 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. 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. 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) Borrower or PR Borrower, as applicable, shall give Administrative Agent a Notice of Conversion/Continuation or notice of each such prepayment, Conversion or Continuation prepayment as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If ; (b) if LIBOR Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod 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 designate in an Officers' Certificate delivered to Administrative Agent; and (d) prepayments of 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 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 holders of Term Loans who had not declined prepayment in any manner that Borrower or PR Borrower, as applicable, shall designate in an Officers' Certificate delivered to Administrative Agent (but pro rata among the Term Loan Lenders who shall not have declined prepayment pursuant to the Option). Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 10, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of Borrower and PR Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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, as ABR Loans. Prepayments Each Notice of the Term Loans pursuant to this Section 2.09 Conversion/Continuation shall be applied PRO RATA among substantially in the Term Facilities based upon the remaining unpaid amounts thereofform of Exhibit H, except that, at the sole election of Borrower, up to $25.0 million of the Term C Facility Loans or such other form as 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 approved 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 holderAgent.

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04Sections 4.06, Borrower 4.07 and 5.05 hereof, the Company shall have the right to prepay Syndicated Loans or Swingline Loans, or to Convert Syndicated Loans of one Type into Syndicated Loans of another Type or to Continue Syndicated Loans of one Type as Syndicated Loans of the same Type, at any time or from time to time. Borrower , provided that: (a) the Company shall give the Administrative Agent notice of -------- each such prepayment, Conversion or Continuation as provided in Section 4.05 4.07 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall ; (b) Eurodollar Loans may be substantially in the form of EXHIBIT H. If LIBOR Loans are prepaid or Converted other than only on the last day of an Interest PeriodPeriod for such Loans; (c) Syndicated Loans may not be prepaid at any time that any Swingline Loan is outstanding and (d) prepayments of the Term Loans shall be applied first, Borrower to the then-remaining installments of the Series II Term Loans in ----- the direct order of their maturities and second, to the aggregate outstanding ------ principal amount of the Series I Term Loans. No Competitive Bid Loan may be prepaid without the consent of the Bank holding such Competitive Bid Loan (provided that this sentence shall at such time not affect the Company's obligation to pay all expenses and costs required by -------- Loans pursuant to Section 5.059 hereof). Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 109 hereof, in the event that any Event of Default specified in Section 9(a) or 9(b)(i) hereof shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks shall) suspend the right of Borrower the Company to Convert any Syndicated Loan into a LIBOR Eurodollar Loan, or to Continue any Loan as a 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 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.Credit Agreement ----------------

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. time to be applied as specified by Borrower; provided, however, that: (a) Borrower shall give -------- ------- Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If ; (b) if any LIBOR Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod for such Loans, Borrower shall at such time pay all expenses amounts due under Section 5; and costs (c) prepayments of the Term 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 Amortization Payments of the Tranche A Term ----- --- ---- Loans; and (ii) second, to the extent that no Tranche A Term Loans are ------ outstanding after giving effect to the application required by Section 5.05the previous clause (i), to Tranche B Term Loans of the 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 10, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 ABR Alternate Base Rate 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. Subject to Section 4.044.04 hereof, the Borrower shall have the right to prepay Loans, or to Convert Dollar Loans and Term Loans of one Type into Loans of another Type or to Continue Eurocurrency Loans of from one Type as Loans of the same TypeInterest 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). Each notice ; (b) upon any prepayment or Conversion of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If LIBOR Eurocurrency Loans are prepaid or Converted other than on the last day of an Interest PeriodPeriod for such Loans, the Borrower shall at pay any amounts owing under Section 5.05 hereof as a result of such time pay all expenses prepayment or Conversion; (c) any Conversion into or Continuation of Eurocurrency Loans shall be subject to the provisions of Section 2.01(d) hereof; and costs required by Section 5.05(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 1010 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 LIBOR Eurodollar Loan, or to Continue any Loan as a LIBOR 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 ABR Loans. Prepayments Base Rate Loans and (y) each Sterling Loans shall be deemed repaid (on the last day 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 (AInterest Period therefor) 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 automatically reborrowed as a Base Rate Loan 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 an aggregate principal amount equal to the Dollar Equivalent of such Sterling Loan on the last day 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.Interest Period therefor. CREDIT AGREEMENT

Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.044.04 hereof, Borrower shall have the Company has 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 , in whole or in part, without premium or penalty, except as may be required by Section 5 hereof, provided that: (a) the Company shall give Administrative the 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). Each notice ; 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 substantially in authorized to rely on the form of EXHIBIT H. If LIBOR Loans are unsigned notice (with the same force and effect as a signed notice); and (b) a Eurodollar Loan may be prepaid or Converted other than only on the last day of an Interest Period, Borrower shall at Period for such time pay all expenses and costs required by Section 5.05Loan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 109 hereof, in the event that any Event of Default shall have occurred and be continuingexists, Administrative the Agent may (and at the request of the Majority Lenders Required Banks shall) suspend the right of Borrower the Company to Convert any Loan into a LIBOR Eurodollar Loan, or to Continue any Loan as a LIBOR 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 ABR to Base Rate 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. 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. time to be applied as specified by Borrower; provided, however, that: (a) Borrower shall give the -------- ------- Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder). Each notice of Conversion or Continuation shall be substantially in the form of EXHIBIT H. If ; (b) if LIBOR Loans are prepaid or Converted other than on the last day of an Interest Period, Period for such Loans Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of the Term 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, 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 Amortization Payments under the Tranche A Term Loans, pro --- rata in accordance with the remaining unpaid amounts thereof. 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 10, 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 Borrower to Convert any Loan into a LIBOR Loan, or to Continue any Loan as a 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 ABR Alternate Base Rate 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.