Common use of Prepayments Clause in Contracts

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).

Prepayments. (a) Subject No Borrower shall have any right to prepay any Contract Advances except in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans accordance with subsections (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)b) and (c), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentbelow. (b) Except as provided Any Borrower may, (i) in subsection the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (asuch notice being irrevocable) aboveand (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower may not shall, prepay all Contract Advances comprising part of the same Borrowing, in whole or any portion ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of any Money Market Loan prior to the maturity $1,000,000 in excess thereof. (c) Upon receipt If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a notice principal amount equal to such excess. If at any time, the aggregate principal amount of prepayment Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this Section, the Agent subsection (c) shall promptly notify each Bank be effected from outstanding Contract Advances comprising part of the contents thereof same Borrowing or Borrowings and shall be accompanied by payment of such Bank's ratable share (if any) accrued interest to the date of such prepayment on the principal amount prepaid and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included any amounts owing in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments connection therewith pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.114.03(d).

Prepayments. (a) Subject Except as expressly provided in the case this Agreement, if no Event of any Euro-Dollar Loans to Section 2.13Default or Unmatured Event of Default shall have occurred and be continuing, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group all prepayments of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate principal made by Company pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice 4.3 shall be applied (i) first to the Agentpayment of the unpaid principal amount of the Term Loans (with the Term Percentage of such repayment to be applied as a repayment of Term Loans until paid in full) and second to the cash collateralization of the L/C Obligations; (ii) within each of the foregoing Term Loans, prepay any Group first to the payment of Euro-Dollar Base Rate Loans and second to the payment of Eurocurrency Loans; and (iii) with respect to Eurocurrency Loans, in each case such order as Company shall request (and in whole at any timethe absence of such request, as Administrative Agent shall determine). If an Event of Default or from time to time in part in amounts aggregating $25,000,000 or any larger multiple Unmatured Event of $5,000,000, by paying the principal amount to Default shall have occurred and be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) abovecontinuing, the Borrower may not prepay all or any portion prepayments of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans unpaid principal amount of the several Banks included in Term Loans and the relevant Group or Borrowing. cash collateralization of the outstanding L/C Obligations on a pro rata basis. Each prepayment of Term Loans made pursuant to Section 4.3(b), (c), (d) On and (e) shall be applied to reduce the date remaining Scheduled Term Repayments on a pro rata basis. If any prepayment of any reduction of Commitments Eurocurrency Loans made pursuant to Section 2.09(b)a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans. All prepayments shall include payment of accrued interest on the Borrower shall repay such principal amount (together with accrued so prepaid, shall be applied to the payment of interest thereon) of outstanding Loansbefore application to principal and shall include amounts payable, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this under Section 2.11)3.5.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the a Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) aboveabove or subsection (d) below, the no Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b)2.09 or any reduction in the Available Amount for a Borrower pursuant to the definition of "Available Amount", one or both Borrowers, as the Borrower case may be, shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid outstanding principal amount of each Bank's Committed Loans to each Borrower does not exceed such Bank's pro rata share of such Borrower's Available Amount as then reduced, (iii) the aggregate outstanding principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (civ) the aggregate principal amount of this Section 2.11)all outstanding Loans to each Borrower does not exceed such Borrower's Available Amount as then reduced.

Prepayments. A Borrower may prepay, on any Business Day following notice by 11:00 a.m. (aChicago time) Subject on such Business Day to the Administrative Agent (in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Base Rate Advances) and on three Business Day's Days' prior notice to the Agent, prepay Administrative Agent (in the Group case of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Eurocurrency Rate pursuant to Section 8.01(a)Advances), or, upon three Euro-Dollar Business Days' notice each Committed Borrowing made to the Agent, prepay any Group of Euro-Dollar Loanssuch Borrower, in each case whole or in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying part. Such notice shall include the proposed date and aggregate principal amount to be prepaid of such prepayment, and if such notice is given, such Borrower shall prepay such principal amount, together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of such prepayment on the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrowerprepaid. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding LoansAny amounts payable, if any, pursuant to Section 2.11 hereof in connection with any prepayment shall be paid on the date of such prepayment; provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Subject to Sections 2.12 and 2.13, each prepayment of a Committed Borrowing shall be made to each Bank in accordance with such Bank's Pro Rata Share thereof (other than any Banks which did not make such Committed Borrowing). The Company shall, on the first Business Day of each January, April, July and October, if the aggregate outstanding principal Dollar Amount of all Advances, calculated by the Administrative Agent on the seventh Business Day prior to such payment date and reported to the Company by the fifth Business Day prior to such payment date, exceeds (as may be necessary so that after such repayment the result of fluctuations in applicable foreign exchange rates or otherwise) 105% of the then aggregate amount of the Banks' Commitments (calculated as aforesaid), prepay a Committed Borrowing or Borrowings (in whole or in part, and in any case as selected by the Company) in an aggregate Dollar Amount (calculated as aforesaid, and rounded upward, if necessary, to the nearest $1,000,000) equal to the excess of: (i) the aggregate outstanding principal amount Dollar Amount (calculated as aforesaid) of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reducedAdvances outstanding, and over (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the then aggregate amount of the Banks' Commitments (calculated as then reducedaforesaid). Each prepayment of any Committed Borrowing (in whole or in part) made pursuant to this Section 2.10 shall be without premium or penalty, but shall be subject to the provisions of Section 2.11. Any such mandatory prepayment of a Committed Borrowing shall be made in accordance with to the Administrative Agent for the account of each Bank based on such Bank's Pro Rata Share of such Committed Borrowing and shall include accrued and unpaid interest on the principal amount prepaid and all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this amounts owing under Section 2.11).

Prepayments. (a) Subject The Borrower shall not have any right to prepay any Contract Advances except in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans accordance with subsections (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)b) and (c), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentbelow. (b) Except as provided The Borrower may, (i) in subsection the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (asuch notice being irrevocable) aboveand (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower may not shall, prepay all Contract Advances comprising part of the same Borrowing, in whole or any portion ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of any Money Market Loan prior to the maturity $1,000,000 in excess thereof. (c) Upon receipt of a notice of prepayment pursuant to this SectionIf at any time, the Agent aggregate principal amount of Outstanding Credits shall promptly notify each Bank of exceed the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b)Total Commitment, the Borrower shall repay forthwith prepay so much of the outstanding Advances, and/or pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to so much of the amount available for drawing under the Letters of Credit outstanding at such principal amount (together with accrued interest thereon) of outstanding Loans, if anytime, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed shall result in the amount of such Bank's Commitment as then reduced, and (ii) Outstanding Credits minus the aggregate unpaid principal amount of all outstanding Loans does not exceed funds so held as collateral being less than or equal to the aggregate amount of the Commitments as then reducedTotal Commitment at such time. Any such prepayment shall be made in accordance with all applicable provisions of All prepayments pursuant to this Agreement (including without limitation subsections (a) (other than as to amount), (b) and subsection (c) shall be effected from outstanding Contract Advances comprising part of this the same Borrowing or Borrowings and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 2.114.03(d).

Prepayments. (a) Subject Except as expressly provided in the case this Agreement, all prepayments of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate principal made by Borrowers pursuant to Section 8.01(a)4.4 shall be applied (i) (1) if no Event of Default exists, to the Scheduled Term Repayments of the Term Facility or Term Facilities designated by Company (in amounts designated by Company) until paid in full; and (2) if an Event of Default exists, first to the payment of the unpaid principal amount of the Term Loans until paid in full (with, except as provided in the next succeeding sentence, the Term Percentage for each Term Facility of such repayment to be applied as a repayment of Term Loans of such Term Facility), orand second, upon three Euro-Dollar Business Days' notice if an Event of Default exists to the Agentpayment of the then outstanding balance of the Revolving Loans and Canadian Revolving Loans, prepay pro rata and the cash collateralization of LC Obligations and to the payment of the then outstanding balance of Swing Line Loans in each case, with any Group excess being retained by Borrower; (ii) within each of Euro-Dollar the foregoing Loans other than Canadian Revolving Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and (iii) with respect to Eurocurrency Loans, in each case such order as Borrowers shall request (and in whole at any timethe absence of such request, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000as Administrative Agent shall determine) and (iv) within Canadian Revolving Loans, by paying the principal amount to be prepaid together with accrued interest thereon first to the date payment of prepayment. Canadian Prime Rate Loans and second to the cash collateralization of outstanding B/A Loans in accordance with the cash collateralization provisions set forth in Section 4.4(a). Each prepayment of Term Loans made pursuant to Section 4.4(c), (bd), (e) Except as provided in subsection and (af) above, shall be allocated first to the Borrower may not prepay all or any portion of Term Loans based on the aggregate principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, Scheduled Term Repayments due within the Agent shall promptly notify each Bank of twelve month period following the contents thereof and of such Bank's ratable share (if any) date of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably such Scheduled Term Repayments in direct order of maturity, and, thereafter, shall be allocated second to the Term Loans of in proportional amounts equal to the several Banks included Term Percentage for each Term Facility (in each case, after giving effect to the relevant Group or Borrowing. (d) On prepayments made to the date of any reduction of Commitments pursuant to Section 2.09(bScheduled Term Repayments due within such twelve month period as specified above), as the Borrower shall repay case may be, of such principal amount (together with accrued interest thereon) of outstanding Loansremaining prepayment, if any, as may and, within each Term Loan, shall be necessary so that after such repayment applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (i) based upon the aggregate outstanding then remaining principal amount of each Bank's Committed such Scheduled Term Repayments). If any prepayment of Eurocurrency Loans does not exceed made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans denominated in Dollars. All prepayments shall include payment of such Bank's Commitment as then reduced, and (ii) accrued interest on the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment so prepaid, shall be made in accordance with all applicable provisions applied to the payment of this Agreement (including without limitation subsections (a) (other than as interest before application to amount)principal and shall include amounts payable, (b) and (c) of this if any, under Section 2.11)3.5.

Prepayments. (a) Subject Subject, in the case of any Euro-Dollar CP Rate Loans to Section 2.13and Eurodollar Loans, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group funding indemnification provisions of Domestic Loans Section 4.3: (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or a) The Borrower may from time to time prepay, without penalty or premium, all outstanding Loans, or, in part in amounts aggregating a minimum aggregate amount of $25,000,000 2,000,000 (or any a larger integral multiple of $5,000,0001,000,000), any portion of the outstanding Loans upon two Business Days’ prior written notice to the Agent (each, a “Prepayment Notice”), provided that each such prepayment of principal is accompanied by paying the principal amount to be prepaid together with a payment of all accrued and unpaid interest thereon and is made ratably amongst the Lenders; it being understood that the Borrower, in its discretion, may designate the outstanding Loans to which the date Agent will apply each such prepayment or portion thereof, subject to, in the case of prepayment.CP Rate Loans or Eurodollar Loans, the funding indemnification provisions of Section 4.3 hereof; (b) Except as provided in subsection (a) aboveIf on any Business Day, the aggregate outstanding principal amount of ▇▇ ▇▇▇▇’▇ Loans and the Liquidity Fundings made by the Liquidity Banks exceeds the Allocation Limit, the Borrower may not shall prepay all or any portion such Loans, subject, in the case of the principal amount of any Money Market Loan prior CP Rate Loans and Eurodollar Loans, to the maturity thereof.funding indemnification provision of Section 4.3 but otherwise without premium or penalty, by initiating a wire transfer to the Agent not later than 11:00 a.m. (New York City time) on the second Business Day thereafter in an amount sufficient to eliminate such excess, together with interest accrued and to accrue on the amount prepaid; and (c) Upon receipt of a notice of prepayment any wire transfer pursuant to this SectionSection 1.5(b), the Agent shall promptly notify each Bank initiate a wire transfer to the Lenders of their respective shares thereof not later than 1:00 p.m. (New York City time) on the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowingdate when received. (d) On Upon the occurrence of a Credit Event, the Agent shall have the right (x) to declare that the Termination Date has occurred, whereupon the Aggregate Commitment shall terminate and all Collections shall be allocated and distributed pursuant to Section 3.2(b) hereof (the “Credit Event Amortization Option”) or (y) to require the Borrower to pay additional interest of 2.0% per annum on the principal amount of any Loan (the “Additional Interest Option”). Within ten (10) days of the occurrence of a Credit Event, the Borrower will deliver a notice (the “Credit Event Amortization Notice”) to the Agent describing such event. Promptly after the occurrence of the Credit Event, the Agent will elect the Credit Event Amortization Option or the Additional Interest Option, and the Agent shall deliver a notice (the “Credit Event Election Notice”) to the Borrower informing the Borrower of such election. If the Agent elects the Credit Event Amortization Option, then on the date of any reduction delivery of Commitments the Credit Event Notice, the Agent shall allocate and distribute all Collections pursuant to Section 2.09(b)3.2(b) and on the earlier of (A) the date of such distribution and (B) the date the Borrower receives the Credit Event Election Notice, the Aggregate Commitment shall automatically terminate. If the Agent elects the Additional Interest Option, then from the date of the occurrence of such Credit Event, the Borrower shall repay such principal amount (together with accrued pay interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) on the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed any Loan at a rate per annum equal at all times to 2.0% per annum above the amount of rate per annum required to be paid on such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as Loan pursuant to amount), (b) and (c) of this Section 2.11)1.3.

Prepayments. (a) Subject The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section. (b) In the event and on each occasion that the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitments, the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (or if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.05(i)), in an aggregate amount equal to such excess. (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of Parent, the Borrower or any other Subsidiary in respect of any Prepayment Event, the Borrower shall, within five Business Days after such Net Proceeds are received), prepay Term Borrowings in an amount equal to such Net Proceeds and (ii) prior to the Qualified MLP IPO, within three Business Days after financial statements have been (or were required to have been) delivered pursuant to Section 5.01(a) and the related Compliance Certificate has been (or is required to have been) delivered pursuant to Section 5.01(c), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 25% of Excess Cash Flow for the fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2012) covered by (or which would have been covered by) such financial statements over (B) the aggregate principal amount of Loans prepaid pursuant to Section 2.11(a) during the fiscal year of the Borrower covered by (or which would have been covered by) such financial statements, except to the extent such prepayments occurred in connection with a refinancing of such Loans with other Indebtedness; provided that, in the case of any Euroevent described in clause (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire assets useful in the business of the Borrower or the Subsidiaries, or to consummate any Permitted Acquisition or Investment permitted hereunder, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-Dollar day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more other Subsidiaries shall have entered into a commitment to acquire such assets, or to consummate such Permitted Acquisition or Investment, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. (d) Prior to any optional or mandatory prepayment of Borrowings, under this Section, the Borrower shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (e) of this Section. (e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and any mandatory prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., Local Time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (d) of this Section may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in a minimum amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied to the installments of the Loans included in the prepaid Borrowing as directed by the Borrower (or in the absence of direction from the Borrower, in the direct order of maturity). Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. (f) On or prior to the one year anniversary of the Closing Date, the Borrower shall not have any right (x) to make any prepayment of Term Loans pursuant to this Section 2.11, (y) to replace any Term Loans pursuant to Sections 9.02(e) or 9.04(f) or (z) amend any Term Loans pursuant to Section 2.132.21. If the Borrower makes any prepayment of Term Loans pursuant to this Section 2.11, replaces any Term Loans pursuant to Sections 9.02(e) or 9.04(f) or amends any Term Loans pursuant to Section 2.21, (x) subsequent to the one year anniversary of the Closing Date and on or prior to the two year anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a prepayment premium of 2% of the aggregate principal amount of the Term Loans being so prepaid, replaced or amended or (y) subsequent to the two year anniversary of the Closing Date and on or prior to the three year anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a prepayment premium of 1% of the aggregate principal amount of the Term Loans being so prepaid, replaced or amended. (g) In the case of any mandatory prepayment of any Eurodollar Term Borrowing pursuant to paragraph (c) of this Section, the Borrower may, upon at least one Domestic Business Day's notice its option, instead of making such mandatory prepayment by the time otherwise due hereunder, deposit on or prior to such time into the Prepayment Eurodollar Escrow Account (as defined below) an amount in cash equal to the Agent, prepay the Group sum of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, mandatory prepayment allocable to such Eurodollar Term Borrowing and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reducedaccrued interest that would be due thereon pursuant to Section 2.13 on the last day of the Interest Period of such Eurodollar Term Borrowing. Any The Administrative Agent shall apply any funds on deposit in the Prepayment Eurodollar Escrow Account solely to prepay the Eurodollar Term Borrowing with respect to which such prepayment deposit was made, and to pay accrued interest thereon, on the last day of such Interest Period or, at the discretion of the Administrative Agent, on an earlier date if a payment Event of Default shall have occurred and be continuing. For purposes of this paragraph, the term “Prepayment Eurodollar Escrow Account” means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right to withdraw funds. Other than any interest earned on the investment of the funds on deposit in the Prepayment Eurodollar Escrow Account, which investment shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such funds shall not bear interest. Any funds remaining in the Prepayment Eurodollar Escrow Account after the application of funds on deposit therein in accordance with all applicable the foregoing provisions of this Agreement (including without limitation subsections (a) (other than as paragraph shall be paid by the Administrative Agent to amount), (b) and (c) of this Section 2.11)the Borrower.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b) or (c), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).

Prepayments. No Borrower shall have any right to prepay any principal amount of any Loans made to such Borrower other than as provided in subsections (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the and (b) below. (a) Each Borrower may, upon at least three Business Days’ written notice, with respect to Eurodollar Rate Loans, and one Domestic Business Day's notice ’s written notice, with respect to ABR Loans, to the AgentAdministrative Agent stating the proposed date and the aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the Group outstanding principal amounts of Domestic Loans (or any Money Market Borrowing bearing interest at made to such Borrower as part of the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loanssame Borrowing, in each case whole or ratably in whole at any timepart, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with (i) accrued interest thereon to the date of prepaymentsuch prepayment on the principal amount prepaid and (ii) in the case of Eurodollar Rate Loans, any amount payable to the Lenders pursuant to Section 5.04(b); provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any termination or reduction of the Commitments pursuant to Section 2.09(b)2.03, the Borrower Borrowers shall repay such pay or prepay so much of the principal amount outstanding hereunder as shall be necessary in order that the aggregate principal amount outstanding hereunder (after giving effect to all Extensions of Credit to be made on such date and the application of the proceeds thereof) will not exceed the Commitments (and, with respect to each Borrower, such Borrower’s Availability Sublimit) following such termination or reduction, together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) accrued interest to the aggregate outstanding date of such prepayment on the principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, prepaid and (ii) in the aggregate unpaid principal case of prepayments of Eurodollar Rate Loans, any amount of all outstanding Loans does not exceed payable to the aggregate amount Lenders pursuant to Section 5.04(b). In connection with any partial reduction of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as pursuant to amountSection 2.03(b), the Borrowers shall designate, in the written notice delivered to the Administrative Agent pursuant to Section 2.03(b), which outstanding Borrowings will be prepaid pursuant to this subsection (b) on the date of such reduction; provided, that if the Borrowers fail to provide such designation, the prepayments required by this subsection (b) shall be applied (A) on a pro rata basis to the outstanding Borrowings of each Borrower, and (cB) to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding Eurodollar Rate Loans (in the order of this Section 2.11the remaining duration of their respective Interest Periods (the Eurodollar Rate Loans with the shortest remaining Interest Period to be prepaid first)).

Prepayments. (a) Subject The Borrower may at any time and from time to time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon irrevocable written notice delivered to the Administrative Agent at least three (3) U.S. Government Securities Business Days’ prior thereto in the case of any Euro-Dollar Term SOFR Loans to Section 2.13and on the date of such prepayment in the case of Reference Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Term SOFR Loans, Reference Rate Loans, or a combination thereof, and if of a combination thereof, the Borrower mayamount of prepayment allocable to each. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, upon at least one Domestic Business Day's the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Reference Rate Loans) accrued interest to such date on the Agent, prepay the Group of Domestic Loans (or amount prepaid and any Money Market Borrowing bearing interest at the Base Rate amounts payable pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment2.16. (b) Except as provided in subsection (a) aboveIf, the Borrower may not prepay all after giving effect to any termination or any portion reduction of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b2.4, Section 2.20 or Section 2.21(d), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed the Total Extensions of Credit exceeds the Commitments as so reduced, the Borrower shall, simultaneously with any such termination or reduction of the Commitments, pay or prepay the Revolving Credit Loans does not exceed in an amount equal to such excess, together with interest thereon accrued to such date of payment or prepayment and any amount payable pursuant to Section 2.16; provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such Bank's Commitment as then reducedexcess (because L/C Obligations constitute a portion thereof), and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed Borrower shall, to the aggregate amount extent of the Commitments balance of such excess, Cash Collateralize outstanding Letters of Credit in an amount equal to such excess to be held as then reduced. Any such prepayment shall be made provided in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).2.19

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as provided in subsections (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the and (b) below. (a) The Borrower may, upon at least three Business Days' notice, with respect to Eurodollar Rate Loans, and one Domestic Business Day's notice notice, with respect to ABR Loans, to the AgentAdministrative Agent stating the proposed date and the aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the Group outstanding principal amounts of Domestic Loans (or any Money Market Borrowing bearing interest at made as part of the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loanssame Borrowing, in each case whole or ratably in whole at any timepart, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with (i) accrued interest thereon to the date of prepaymentsuch prepayment on the principal amount prepaid and (ii) in the case of Eurodollar Rate Loans, and subject to Section 5.04(d), any amount payable to the Lenders pursuant to Section 5.04(b); provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than (A) in the case of Eurodollar Loans, $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (B) in the case of ABR Loans, $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any termination or reduction of the Commitments pursuant to Section 2.09(b)2.03, the Borrower shall repay such pay or prepay so much of the principal amount outstanding hereunder as shall be necessary in order that the aggregate principal amount outstanding hereunder (after giving effect to all Extensions of Credit to be made on such date and the application of the proceeds thereof) will not exceed the Commitments following such termination or reduction, together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) accrued interest to the aggregate outstanding date of such prepayment on the principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, prepaid and (ii) in the aggregate unpaid principal case of prepayments of Eurodollar Rate Loans, and subject to Section 5.04(d), any amount of all outstanding Loans does not exceed payable to the aggregate amount of the Commitments as then reducedLenders pursuant to Section 5.04(b). Any such prepayment shall be made in accordance with all applicable provisions of prepayments required by this Agreement (including without limitation subsections (a) (other than as to amount), subsection (b) and (c) of this Section 2.11)shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding Eurodollar Rate Loans.

Prepayments. The Company shall repay Base Rate Loans or Eurocurrency Rate Loans made to the Company hereunder on the last day of the Interest Period relating thereto. As provided in 2.5.2, the Company shall repay Competitive Bid Loans made to the Company hereunder on the last day of the Interest Period relating thereto. The Company shall also have the right at any time to prepay Syndicated Loans consisting of Base Rate Loans, as a whole or in part, without premium or penalty; provided that the Company shall provide written, telegraphic or telephonic notice to the Agent not later than 11:00 a.m. (aBoston time) Subject in on the case proposed date of prepayment stating the aggregate principal amount of such prepayment. Each partial prepayment of any Euro-Dollar Loans Syndicated Loan pursuant to Section 2.13this 2.8 shall be in a minimum aggregate principal amount of $5,000,000 or some greater integral multiple of $1,000,000, or, if less, the Borrower aggregate outstanding principal amount of the Syndicated Loans. Subject to the conditions of 2.1 hereof, amounts so prepaid may be reborrowed. In addition, the Company may, upon at least one Domestic three (3) Business Day's Days' written, telegraphic or telephonic notice to the Agent stating the proposed date and the aggregate principal amount of such prepayments, prepay all, but not less than all, of the Syndicated Loans constituting Eurocurrency Rate Loans subject to a particular Interest Period on a date other than the last day of the Interest Period relating thereto; provided, that upon any such prepayment, and except as set forth in 4.1(f) hereof, the Company shall pay to the Agent, prepay for the Group respective accounts of Domestic Loans the Banks on a pro rata basis, a sum which shall be determined by the Agent (or any Money Market Borrowing bearing to the extent that the Agent is able to make such determination), which determination shall be conclusive in the absence of manifest error, in the following manner after each such payment: (a) First, the Agent shall determine the amount (if any) (the "Installment Amount") by which (i) the total amount of interest which would have otherwise accrued hereunder on each installment of principal so prepaid during the period beginning on the date of such payment and ending on the last day of the Interest Period relating thereto (the "Reemployment Period") exceeds (ii) the total amount of interest which would accrue, during the Reemployment Period, at the Base annual rate of interest determined by the Agent (the "Reemployment Rate") as being the prevailing rate per annum bid at or about the time of such payment for the purchase of deposits of Dollars from prime banks in the Eurocurrency Interbank Market selected by the Agent in its sole discretion (such Reemployment Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice be the rate payable on an amount equal (as nearly as may be) to the AgentEurocurrency Rate Loans so prepaid and to have a maturity (as nearly as may be) equal to the Reemployment Period); (b) Second, prepay any Group each Installment Amount shall be treated as payable on the last day of Euro-Dollar Loansthe Interest Period relating to the Eurocurrency Rate Loans prepaid. (c) Third, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with paid shall be the present value of the Installment Amount determined by discounting the amount thereof from the date on which the Installment Amount is to be treated as payable, at the same annual interest rate as the Reemployment Rate designated as aforesaid by the Agent. Each prepayment made pursuant to this 2.8 shall be accompanied by the payment of accrued interest thereon on the principal prepaid to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).

Prepayments. A Borrower may prepay, on any Business Day ----------- following notice by 11:00 a.m. (aChicago time) Subject on such Business Day to the Administrative Agent (in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Base Rate Advances) and on three Business Day's Days' prior notice to the Agent, prepay Administrative Agent (in the Group case of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Eurocurrency Rate pursuant to Section 8.01(a)Advances), or, upon three Euro-Dollar Business Days' notice each Committed Borrowing made to the Agent, prepay any Group of Euro-Dollar Loanssuch Borrower, in each case whole or in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying part. Such notice shall include the proposed date and aggregate principal amount to be prepaid of such prepayment, and if such notice is given, such Borrower shall prepay such principal amount, together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of such prepayment on the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrowerprepaid. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding LoansAny amounts payable, if any, pursuant to Section 2.11 hereof in connection with any prepayment shall be paid on the date ------------ of such prepayment; provided, however, that each partial prepayment shall be in -------- ------- an aggregate principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Subject to Sections 2.12 and 2.13, ------------- ---- each prepayment of a Committed Borrowing shall be made to each Bank in accordance with such Bank's Pro Rata Share thereof. The Company shall, on the first Business Day of each January, April, July and October, if the aggregate outstanding principal Dollar Amount of all Advances, calculated by the Administrative Agent on the seventh Business Day prior to such payment date and reported to the Company by the fifth Business Day prior to such payment date, exceeds (as may be necessary so that after such repayment the result of fluctuations in applicable foreign exchange rates or otherwise) 105% of the then aggregate amount of the Banks' Commitments (calculated as aforesaid), prepay a Committed Borrowing or Borrowings (in whole or in part, and in any case as selected by the Company) in an aggregate Dollar Amount (calculated as aforesaid, and rounded upward, if necessary, to the nearest $1,000,000) equal to the excess of: (i) the aggregate outstanding principal amount Dollar Amount (calculated as aforesaid) of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reducedAdvances outstanding, and over (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the then aggregate amount of the Banks' Commitments (calculated as then reducedaforesaid). Each prepayment of any Committed Borrowing (in whole or in part) made pursuant to this Section 2.10 shall be without premium or penalty, but shall be subject ------------ to the provisions of Section 2.11. Any such mandatory prepayment of a Committed ------------ Borrowing shall be made in accordance with to the Administrative Agent for the account of each Bank based on such Bank's Pro Rata Share of such Committed Borrowing and shall include accrued and unpaid interest on the principal amount prepaid and all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this amounts owing under Section 2.11).. ------------

Prepayments. Neither Borrower nor any of its Subsidiaries will prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Debt or amend or modify any agreement governing such Debt as a result of which the terms of payment of any Debt are waived or modified (aother than prepayment of the Obligations as expressly permitted or required by the Credit Documents); provided that (i) Subject Borrower may prepay the Term Notes in accordance with Section 3.1, 6.9 or 6.11 of the Note Purchase Agreements as in effect on the 1995 Closing Date, provided that this CLAUSE (i) shall not affect Agent's and the Banks' rights and remedies under SUBPARAGRAPHS 2.02(d) or 2.04(c) upon a Change of Control or Agent's and the Banks' rights and remedies hereunder with respect to the transactions described in Section 6.9 of the Note Purchase Agreement as in effect on the 1995 Closing Date (including, without limitation, Agent's and the Banks' rights to prohibit the transactions giving rise to such prepayment as otherwise provided in SUBPARAGRAPHS 5.02(a) and 5.02(b) of this Agreement); (ii) Borrower may redeem not more than $300,000 in principal amount of Subordinated Debt per year pursuant to and in compliance with Article 13 of the Indenture so long as there is no Default or Event of Default existing immediately after such payment; and (iii) Borrower may prepay the Term Notes with the proceeds of a refinancing which are made available simultaneously with such prepayment as long as the Debt issued pursuant to such refinancing (w) is then permitted pursuant to this Agreement, (x) has an amortization schedule requiring prepayments no earlier or in greater amounts than Section 3.1 of the Note Purchase Agreements as in effect on the 1995 Closing Date, (y) bears an interest rate no higher than 8.1% per annum in the case of any Euro-Dollar Loans to Section 2.13, prepayment of the Borrower may, upon at least one Domestic Business Day's notice 1993 Term Notes and 9.18% per annum in the case of the 1995 Term Notes and (z) contains covenants which overall to the Agentreasonable satisfaction of Agent and the Banks, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included are no less onerous than those contained in the relevant Group or BorrowingNote Purchase Agreements as in effect on the 1995 Closing Date. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).

Prepayments. A Borrower may prepay, on any Business Day following notice by 11:00 a.m. (aChicago time) Subject on such Business Day to the Administrative Agent (in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Base Rate Advances) and on three Business Day's Days' prior notice to the Agent, prepay Administrative Agent (in the Group case of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Eurocurrency Rate pursuant to Section 8.01(a)Advances), or, upon three Euro-Dollar Business Days' notice each Committed Borrowing made to the Agent, prepay any Group of Euro-Dollar Loanssuch Borrower, in each case whole or in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying part. Such notice shall include the proposed date and aggregate principal amount to be prepaid of such prepayment, and if such notice is given, such Borrower shall prepay such principal amount, together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of such prepayment on the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrowerprepaid. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding LoansAny amounts payable, if any, pursuant to Section 2.11 hereof in connection with any prepayment shall be paid on the date of such prepayment; provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Subject to Sections 2.12 and 2.13, each prepayment of a Committed Borrowing shall be made to each Bank in accordance with such Bank's Pro Rata Share thereof. The Company shall, on the first Business Day of each January, April, July and October, if the aggregate outstanding principal Dollar Amount of all Advances, calculated by the Administrative Agent on the seventh Business Day prior to such payment date and reported to the Company by the fifth Business Day prior to such payment date, exceeds (as may be necessary so that after such repayment the result of fluctuations in applicable foreign exchange rates or otherwise) 105% of the then aggregate amount of the Banks' Commitments (calculated as aforesaid), prepay a Committed Borrowing or Borrowings (in whole or in part, and in any case as selected by the Company) in an aggregate Dollar Amount (calculated as aforesaid, and rounded upward, if necessary, to the nearest $1,000,000) equal to the excess of: (i) the aggregate outstanding principal amount Dollar Amount (calculated as aforesaid) of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reducedAdvances outstanding, and over (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the then aggregate amount of the Banks' Commitments (calculated as then reducedaforesaid). Each prepayment of any Committed Borrowing (in whole or in part) made pursuant to this Section 2.10 shall be without premium or penalty, but shall be subject to the provisions of Section 2.11. Any such mandatory prepayment of a Committed Borrowing shall be made in accordance with to the Administrative Agent for the account of each Bank based on such Bank's Pro Rata Share of such Committed Borrowing and shall include accrued and unpaid interest on the principal amount prepaid and all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this amounts owing under Section 2.11).

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the The Borrower may, upon at least one Domestic ten (10) Business Day's Days notice to the AgentAdministrative Agent stating the proposed date and aggregate principal amount of the prepayment (unless the giving of ten Business Days notice as aforesaid is not practicable, in which event the Borrower agrees to give such shorter notice as is practicable but in any event not to be less than five Business Days), and if such notice is given the Borrower shall prepay the Group outstanding principal amount of Domestic Loans the Loan in whole but not in part (or any Money Market Borrowing bearing interest at the Base Rate except as otherwise expressly permitted pursuant to Section 8.01(a)2.14 hereof), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentsuch prepayment on the principal amount prepaid, and without premium or penalty except to the extent of any costs required to be reimbursed by Borrower pursuant to the applicable provisions of Section 8.4(b) hereof. The Loan, if prepaid pursuant to this Section 2.8, may not be reborrowed. (b) Except as provided in subsection (a) aboveIf an Event of Loss occurs with respect to the Aircraft, the Borrower may not shall prepay all or any portion of the outstanding principal amount of any Money Market the Loan prior in whole, together with accrued interest to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) date of such prepayment and such notice all other Obligations then due and payable; provided that (x) the date of prepayment shall not thereafter be revocable by later than the Borrower. Each earlier of the third Business Day following receipt of insurance proceeds in respect of the Aircraft or the first Business Day following the 90th day after the occurrence of such Event of Loss, (y) the date of such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), notified by the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) to the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, Administrative Agent at least five Business Days prior thereto and (iiz) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all without premium or penalty except to the extent of such costs are required to be reimbursed by Borrower pursuant to the applicable provisions of this Agreement (including without limitation subsections (aSection 8.4(b) (other than as to amount), (b) and (c) of this Section 2.11)hereof.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the The Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole may at any time, or time and from time to time prepay any Borrowing in part whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount owing pursuant to be prepaid together with accrued interest thereon to the date of prepaymentSection 2.16. (b) Except as provided for Overadvances permitted under Section 2.5, in subsection the event and on such occasion that the total Revolving Exposure exceeds the lesser of (aA) abovethe aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower may not shall prepay all or any portion of the principal Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount of any Money Market Loan prior equal to the maturity thereofsuch excess. (c) Upon In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of a notice of prepayment pursuant to this Sectionsuch proceeds, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment Net Cash Proceeds shall be applied to prepay ratably at the end of such five-Business Day period toward the prepayment of the Loans of the several Banks included as set forth in the relevant Group or BorrowingSection 2.11(d). (d) On All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16. (e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of any reduction prepayment or (ii) in the case of Commitments pursuant to Section 2.09(b)prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the Borrower date of prepayment. Each such notice shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) irrevocable and shall specify the aggregate outstanding prepayment date and the principal amount of each Bank's Committed Loans does not exceed the amount Borrowing or portion thereof to be prepaid; provided that, if a notice of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount prepayment is given in connection with a conditional notice of all outstanding Loans does not exceed the aggregate amount termination of the Commitments as contemplated by Section 2.9, then reduced. Any such notice of prepayment shall may be made revoked if such notice of termination is revoked in accordance with all applicable provisions Section 2.9. Promptly following receipt of this Agreement (including without limitation subsections (a) (other than as any such notice relating to amount)a Revolving Borrowing, (b) and (c) the Administrative Agent shall advise the Lenders of this the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11)2.13.

Prepayments. (a) Subject in The Borrower may prepay the case of any Euro-Dollar Base Rate Loans to Section 2.13, the Borrower may, upon at least not less than one Domestic (1) Business Day's Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Administrative Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay the Group of Domestic Committed Loans which are Eurodollar Loans upon not less than two (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar 2) Business Days' prior notice to the Agent, prepay any Group Administrative Agent (which shall promptly notify the Lenders) and otherwise on the same condition as for Base Rate Loans and in addition such prepayments of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to Eurodollar Loans shall be prepaid together with accrued interest thereon subject to the date terms of prepaymentSection 5.05 and, for each Eurodollar Loan, shall be in an amount equal to all of such Eurodollar Loans for the Interest Period prepaid. (b) Except as provided in subsection (a) aboveIf, the Borrower may not prepay all after giving effect to any termination or any portion reduction of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Aggregate Commitments pursuant to Section 2.09(b2.04(b), the Borrower shall repay such outstanding aggregate principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Letter of Credit Outstandings exceeds the Aggregate Commitments, the Borrower shall prepay the Loans does not exceed on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and prepayment. (c) of Prepayments permitted or required under this Section 2.11).2.08 shall be without premium or penalty, except as required under Section 5.05

Prepayments. (a) Subject in the case The Borrowers shall have no right to prepay any principal amount of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans Revolving Loan other than as provided in subsection (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentb) below. (b) Except as provided in subsection (a) above, the Each Borrower may not prepay all without premium or penalty, upon (i) in the case of Base Rate Loans, same day notice, (ii) in the case of EURIBOR Loans, at least two Business Day prior notice and (iii) in the case of SOFR Loans, two U.S. Governmental Securities Business Days’ prior notice with respect to any portion Revolving Loan of the same Type given to the Administrative Agent stating the proposed date and aggregate principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a prepayment, and if such notice of prepayment pursuant to this Sectionis given, such Borrower shall, prepay the Agent shall promptly notify each Bank outstanding principal amounts of the contents thereof and of Loans made to such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans Borrower comprising part of the several Banks included same Borrowing in the relevant Group whole or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b)ratably in part, the Borrower shall repay such principal amount (together with accrued interest thereon) to the date of outstanding Loanssuch prepayment on the principal amount prepaid; provided, if anyhowever, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such partial prepayment shall be made in accordance with all applicable provisions an aggregate principal amount not less than $1 million or an integral multiple of this Agreement $500,000 in excess thereof (including without limitation subsections (a) (other than as to amount), (bor the Foreign Currency Equivalent of such respective amounts in the case of Loans denominated in an Alternate Currency) and (c7) if any prepayment of this any SOFR Loans or any EURIBOR Loans shall be made on a date which is not the last day of an Interest Period for such Loans, such Borrower shall also pay any amounts owing to each Lender pursuant to Section 2.11)9.04(c) so long as such ▇▇▇▇▇▇ makes written demand upon such Borrower therefor (with a copy of such demand to the Administrative Agent) within twenty (20) Business Days after such prepayment.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as provided in subsections (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the and (b) below. (a) The Borrower may, upon at least three Business Days' notice, with respect to LIBOR Rate Loans, and one Domestic Business Day's notice notice, with respect to Base Rate Loans, to the AgentAdministrative Agent stating the proposed date and the aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the Group outstanding principal amounts of Domestic Loans (or any Money Market Borrowing bearing interest at made as part of the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loanssame Borrowing, in each case whole or ratably in whole at any timepart, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with (i) accrued interest thereon to the date of prepaymentsuch prepayment on the principal amount prepaid and (ii) in the case of LIBOR Rate Loans, and subject to Section 5.4(d), any amount payable to the Lenders pursuant to Section 5.4(b); provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than (A) in the case of LIBOR Loans, $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (B) in the case of Base Rate Loans, $1,000,000 or an integral multiple of $500,000 in excess thereof. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any termination or reduction of the Commitments pursuant to Section 2.09(b)2.3, the Borrower shall repay such pay or prepay so much of the principal amount outstanding hereunder as shall be necessary in order that the aggregate principal amount outstanding of Loans hereunder and the aggregate amount of LC Outstandings hereunder (after giving effect to all Extensions of Credit to be made on such date and the application of the proceeds thereof) will not exceed the Commitments following such termination or reduction, together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) accrued interest to the aggregate outstanding date of such prepayment on the principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, prepaid and (ii) in the aggregate unpaid principal case of prepayments of LIBOR Rate Loans, and subject to Section 5.4(d), any amount of all outstanding Loans does not exceed payable to the aggregate amount of the Commitments as then reducedLenders pursuant to Section 5.4(b). Any such prepayment shall be made in accordance with all applicable provisions of prepayments required by this Agreement (including without limitation subsections (a) (other than as to amount), subsection (b) and (c) of this Section 2.11)shall be applied to outstanding Base Rate Loans up to the full amount thereof before they are applied to outstanding LIBOR Rate Loans.

Prepayments. (a) Subject This Note may be prepaid in full or in part at any time in amounts among all of the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), Notes aggregating not less than $100,000.00 or, upon three Euro-Dollar Business Days' notice to the Agentif less, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount of the Notes outstanding, such prepayments to be prepaid together with accrued interest thereon to made on a pro rata basis among all Note Holders (based on the aggregate principal amount outstanding under each Note on the date of prepaymentpayment relative to the aggregate principal amount outstanding under all of the Notes on the date of payment); provided, that Maker pays to Holder a prepayment premium equal to two percent (2%) of the principal amount of the Note being redeemed at such time (the “Premium Percentage”), unless the Notes are redeemed in connection with an initial public offering of Maker’s common stock, in which case no Premium Percentage shall be owed to Holder. Any principal amount under this Note which is repaid may not be re-borrowed. (b) Except as provided Upon (i) an initial public offering of Maker’s common stock resulting in subsection net proceeds to the Maker of at least $30,000,000 (aa “Qualified IPO”), or (ii) abovethe consummation by Maker of a merger or consolidation, with or into another entity or other corporate reorganization in which Maker is not the Borrower may not prepay surviving entity, or (iii) the sale of all of the capital stock of Maker, or (iv) the sale of all or any portion substantially all of the assets of Maker prior to the payment in full of this Note, Holder may elect to sell to Maker and Maker shall be required to purchase the Note in full by payment of an amount equal to the unpaid principal balance hereof, plus, all unpaid interest accrued thereon through the date of redemption, plus in the case of subparagraphs (ii), (iii), and (iv) above the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable Note being redeemed multiplied by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or BorrowingPremium Percentage. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as provided in subsections (a) Subject and (b) below. (a) The Borrower may (and shall provide notice thereof to the Administrative Agent not later than 10:00 a.m. (New York City time) on the date of prepayment, and the Administrative Agent shall promptly distribute copies thereof to the Lenders), and if such notice is given, the Borrower shall, prepay the outstanding principal amounts of Loans made as part of the same Borrowing, in whole or ratably in part, together with (i) accrued interest to the date of such prepayment on the principal amount prepaid and (ii) in the case of Eurodollar Rate Loans, any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice amount payable to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate Lenders pursuant to Section 8.01(a4.04(b)); provided, orhowever, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group that each partial prepayment shall be in an aggregate principal amount of Euro-Dollar Loans, in each case in whole at any time, not less than $5,000,000 or from time to time in part in amounts aggregating $25,000,000 or any larger an integral multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment1,000,000 in excess thereof. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any termination or optional or mandatory reduction of the Commitments pursuant to Section 2.09(b)2.03, the Borrower shall repay such pay or prepay the principal outstanding on the Loans in full in cash in an amount (together with accrued interest thereon) equal to the excess of outstanding Loans, if any, as may be necessary so that after such repayment (i) the sum of the aggregate outstanding principal amount of each Bank's Committed the Loans does not exceed outstanding (after giving effect to all Extensions of Credit to be made on such date and the amount application of such Bank's Commitment as then reduced, and the proceeds thereof) over (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced(following such termination or reduction, if any), together with (x) accrued interest to the date of such prepayment on the principal amount repaid and (y) in the case of prepayments of Eurodollar Rate Loans, any amount payable to the Lenders pursuant to Section 4.04(b). Any such prepayment shall be made in accordance with all applicable provisions of payments and prepayments required by this Agreement (including without limitation subsections (a) (other than as to amount), subsection (b) and (c) of this Section 2.11)shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding Eurodollar Rate Loans.

Prepayments. (a) Subject The Borrower shall have the right of prepaying without premium or penalty (except as set forth in Section 1.11 below) and in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurodollar Loans, in an amount not less than $2,000,000, and (iii) in each case, in an amount such that the minimum amount required for a Borrowing pursuant to Section 1.4 and 1.14 hereof remains outstanding) any Borrowing of Eurodollar Loans at any time upon 3 Business Days prior notice by the Borrower to the Administrative Agent or, in the case of any Euro-Dollar Loans to Section 2.13a Borrowing of Base Rate Loans, notice delivered by the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans Administrative Agent no later than 10:00 a.m. (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any Chicago time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to ) on the date of prepayment. (b) Except as provided in subsection (a) aboveThe Borrower shall, on each date the Borrower may not Revolving Credit Commitments are reduced pursuant to Section 1.12 hereof, prepay all or any portion the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of any Money Market Loan prior Revolving Loans, Swing Loans, and L/C Obligations then outstanding to the maturity thereofamount to which the Revolving Credit Commitments have been so reduced. (c) Upon receipt Unless the Borrower otherwise directs, prepayments of a notice of prepayment pursuant to Loans under this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment Section 1.8 shall be applied first to prepay ratably Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.8 shall be made by the payment of the several Banks included principal amount to be prepaid and, in the relevant Group case of any Eurodollar Loans or Borrowing. (d) On Swing Loans, accrued interest thereon to the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (prepayment together with accrued interest thereon) any amounts due the Lenders under Section 1.11 hereof. Each prefunding of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment L/C Obligations shall be made in accordance with all applicable provisions Section 8.4 hereof. (d) The Administrative Agent will promptly advise each Lender of any notice of prepayment it receives from the Borrower.Any amount of Revolving Loans and Swing Loans paid or prepaid before the Revolving Credit Termination Date may, subject to the terms and conditions of this Agreement (including without limitation subsections (a) (other than as to amount)Agreement, (b) be borrowed, repaid and (c) of this Section 2.11)borrowed again.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as provided in subsections (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the and (b) below. (a) The Borrower may, upon at least one Domestic three Business Day's Days’ notice to the AgentAdministrative Agent stating the proposed date and the aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall, prepay the Group outstanding principal amounts of Domestic Loans (or any Money Market Borrowing bearing interest at made as part of the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loanssame Borrowing, in each case whole or ratably in whole at any timepart, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with (i) accrued interest thereon to the date of prepaymentsuch prepayment on the principal amount prepaid and (ii) in the case of Eurodollar Rate Loans, and subject to Section 5.04(d), any amount payable to the Lenders pursuant to Section 5.04(b); provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than (A) in the case of Eurodollar Loans, $3,000,000 or an integral multiple of $1,000,000 in excess thereof or (B) in the case of ABR Loans, $500,000 or an integral multiple of $500,000 in excess thereof. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any termination or reduction of the Commitments pursuant to Section 2.09(b)2.03, the Borrower shall repay such pay or prepay so much of the principal amount outstanding hereunder as shall be necessary in order that the aggregate principal amount outstanding hereunder (after giving effect to all Extensions of Credit to be made on such date and the application of the proceeds thereof) will not exceed the Commitments following such termination or reduction, together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) accrued interest to the aggregate outstanding date of such prepayment on the principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, prepaid and (ii) in the aggregate unpaid principal case of prepayments of Eurodollar Rate Loans, and subject to Section 5.04(d), any amount of all outstanding Loans does not exceed payable to the aggregate amount of the Commitments as then reducedLenders pursuant to Section 5.04(b). Any such prepayment shall be made in accordance with all applicable provisions of prepayments required by this Agreement (including without limitation subsections (a) (other than as to amount), subsection (b) and (c) of this Section 2.11)shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding Eurodollar Rate Loans.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the The Borrower may, upon at least one Domestic Business Day's notice from the Borrower to the Administrative Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 9:00 a.m., San Francisco time, (A) three Business Days prior to any date of prepayment of LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate Loans shall be in amounts aggregating a minimum principal amount of $25,000,000 5,000,000.00 (unless the outstanding principal amount of such Loan is less and such Loan is paid in full) or any larger a whole multiple of $5,000,000, by paying the 1,000,000.00 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000.00 or a whole multiple of $1,000,000.00 in excess thereof (unless the outstanding principal amount of such Loan is less and such Loan is paid in full). Each such notice shall specify the date and amount of such prepayment, whether such prepayment of Loans is of Term Loans or Revolving Loans (or a combination thereof), the applicable Series in the case of Term Loans, and the Type(s) of Loans to be prepaid together with accrued interest thereon to prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the date of prepayment. (b) Except as provided in subsection (a) aboveBorrower, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of make such prepayment and the payment amount specified in such notice shall not thereafter be revocable due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by the Borrowerall accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made applicable Lenders in accordance with all their respective Pro Rata Shares. In the case of amortizing Term Loans, optional prepayments thereof shall be applied in inverse order of maturity, except to the extent otherwise provided in the applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11Joinder Agreement(s).

Prepayments. (a) Subject The Borrower shall have the right at any time and from time to time to prepay any Base Rate Loan, in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least whole or in part on one Domestic Business Daybusiness day's notice to the Agent; provided, prepay the Group however, that each such partial prepayment of Domestic Loans (or any Money Market Borrowing bearing interest at the a Base Rate pursuant to Section 8.01(a)), Loan shall be in a minimum aggregate principal amount of $200,000 or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part if greater in amounts aggregating $25,000,000 or any larger multiple which are integral multiples of $5,000,00050,000. Except as required by paragraph (b) or (c) below or on the last day of an Interest Period with respect thereto, by paying the principal amount Borrower shall not be permitted to be prepaid together with accrued interest thereon to the date of prepaymentprepay LIBOR Loans. (b) Except as provided in subsection (a) aboveIn the event that the Aggregate Revolving Credit Outstandings exceed the lesser of the then applicable Borrowing Base, or the Total Commitments at any time prior to the Revolving Credit Termination Date, the Borrower may not shall promptly pay or prepay all or any portion so much of the principal amount Revolving Credit Loans outstanding as shall be necessary in order that the Aggregate Revolving Credit Outstandings will not exceed the lesser of any Money Market Loan prior the Borrowing Base or the Total Commitments then in effect. All prepayments under this subparagraph shall be subject to the maturity thereofSection 4.1. (c) Upon receipt Unless otherwise agreed by the Banks in writing, the Borrower shall be required to pay or prepay Revolving Credit Loans outstanding with (i) 80% of the proceeds of the issuance by the Borrower or any Guarantor of additional equity; (ii) 100% of the net proceeds of the sale by the Borrower or any Guarantor of any Real Estate Assets; (iii) 100% of the net proceeds resulting from the repayment of mortgages constituting Real Estate Assets; (iv) 100% of the net proceeds of a notice financing of any Eligible Property, (v) such proceeds as may be paid as a result of a casualty or condemnation, all in accord with Sections 7.11 or 7.12 of this Agreement, or (vi) 100% of the net proceeds of a sale of any Operating Company permitted in accordance with the terms of Section 8.4 hereof; provided, however, that the Borrower shall have no obligation under clause (i) above until the aggregate net proceeds of any and all additional equity issuances during the term of this Agreement shall equal or exceed $1,000,000.00. All prepayments under this paragraph shall be subject to Section 4.1. To the extent any prepayment pursuant to this SectionSection 3.2(c) would result in the Borrower being obligated to pay amounts to the Banks pursuant to Section 4.1, then provided that no Default or Event of Default has occurred and is continuing, at the Agent shall promptly notify each Bank Borrower's election the proceeds from any of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice foregoing events shall not thereafter be revocable deposited in an interest-bearing account owned by the Borrower. Each such prepayment shall Bank to be applied to prepay ratably reduce the outstanding Loans upon expiration of the several Banks included relevant Interest Periods. The interest earned on such amounts shall be for the Borrower's account and, in the relevant Group absence of a Default or BorrowingEvent of Default, shall be credited by the Agent to the Borrower's account. (d) On All payments required by paragraphs (b) or (c) above shall be made to the date Banks pro rata in accordance with their respective Commitment Proportions and shall be applied as follows: first, to outstanding Base Rate Loans up to the full amount thereof, second, to outstanding LIBOR Loans up to the full amount thereof, and third to Term Loan. 19 (e) All prepayments made pursuant to this Section 3.2 shall be accompanied by the payment of any reduction of Commitments all accrued interest on the amount so prepaid and by all amounts required to be paid pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made 4.1 in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)connection therewith.

Prepayments. The Parent Guarantor, the Borrower, and their respective Subsidiaries shall not (ai) Subject make any voluntary payment of (x)(A) any Indebtedness secured by a junior lien or (B) Indebtedness which is contractually subordinated to the Obligations and the Pari Passu Bank Debt (other than voluntary payments of intercompany Indebtedness to any Loan Party permitted to be made pursuant to Section 13 of the Guaranty (and any substantially similar provision of any Guaranty entered into in connection with any Pari Passu Debt)) or (y) the Existing Unsecured FelCor Bonds other than all of the obligations under the Existing Unsecured FelCor Bonds with (I) the proceeds of Permitted Refinancing Indebtedness, or(II) Permitted FelCor Parent Refinancing Indebtedness or (III) the Net Proceeds of an Equity Issuance by the Parent Guarantor and, in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans clauses (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. II) and (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(bIII), the Borrower inclusion, within thirty (30) days following the consummation of such transaction (or at such later date as the Administrative Agent shall repay such principal amount permit in its sole discretion but in any event not to a date more than sixty (together with accrued interest thereon60) of outstanding Loans, if any, as may be necessary so that days after such consummation), of any Hotel Properties previously subject to restrictions contained in the Existing Unsecured FelCor Bonds as additional Borrowing Base Properties in accordance with the provisions of Section 4.1 to the extent that such Hotel Properties otherwise satisfy the requirements to constitute an Eligible Property upon the repayment in full of the Existing Unsecured FelCor Bonds, (iii) make any voluntary prepayment of any Pari Passu Bank Debt which is not made concurrently with a ratable prepayment of the aggregate Facilities based on the outstanding principal amount of each Bank's Committed Loans does not exceed the amount Pari Passu Bank Debt and the Facilities, except, in the case of such Bank's Commitment this clause (ii), (x) with the proceeds of Permitted Refinancing Indebtedness or, (y) as then reduced, and otherwise permitted under Section 2.8(b)(iv)(D). or (z) to the extent applied to the payment of Qualified Earlier Maturing Indebtedness of the type described in clause (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such definition thereof or (iii) make any voluntary prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (cregularly scheduled interest payments) of this Section 2.11)the Permitted 2021 HY Debt.

Prepayments. (a) Subject Except as expressly provided in this Agreement, all amounts received by the Administrative Agent pursuant to SECTION 4.5 shall be distributed in the case following order and if to the Lenders, according to each Lender's Revolving Pro Rata Share with respect to each category set forth below: FIRST, to the payment of any Euro-Dollar Loans fees, costs or expenses due and payable to Section 2.13Administrative Agent under any of the Loan Documents, including amounts advanced by Administrative Agent on behalf of the Borrower mayLenders pursuant to SECTION 4.9(b); SECOND, upon at least one Domestic Business Day's notice during an Event of Default relating to a Bankruptcy Event, to the Agentpayment of the unpaid principal amounts of the drawings under Letters of Credit payable to the Facing Bank, prepay together with accrued but unpaid interest thereon; THIRD, to the Group ratable payment of Domestic Loans (or any Money Market Borrowing bearing fees, costs and expenses due and payable to the Lenders under any of the Loan Documents, other than to a Lender in its capacity as a Facing Bank and other than those Obligations specifically referred to in this SECTION 4.6(b); FOURTH, to the ratable payment of interest at due on the Loans; FIFTH, to the ratable payment of principal due on the Base Rate Loans; SIXTH, to the payment of the outstanding balance of the other Revolving Loans (or, if no Revolving Loans are outstanding, to the cash collateralization of LC Obligations in an amount equal to 105% of the aggregate stated amount of LC Obligations as required by the terms of this Agreement) and with respect to Eurodollar Loans in such order as the Funds Administrator shall request (and in the absence of such request, as Administrative Agent shall determine); SEVENTH, to the ratable payment of other Obligations not specifically referred to in this SECTION 4.6(b) due and payable to the Lenders (in their capacities as such, and not in their capacity as a Facing Bank) under the Loan Documents; and EIGHTH, to the ratable payment of other Obligations not specifically referred to in this SECTION 4.6(b) due and payable to any Facing Banks under any Letters of Credit. If any prepayment of Eurodollar Loans made pursuant to Section 8.01(a)a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than One Million Dollars ($1,000,000), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group such Borrowing shall immediately be converted into Base Rate Loans. All prepayments shall include payment of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying accrued interest on the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) aboveso prepaid, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans payment of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant interest before application to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions subject to the requirements of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)SECTION 3.4.

Prepayments. (a) Subject The Borrower may from time to time prepay, without penalty or premium, all outstanding ABR Advances, or, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding ABR Advances upon one Business Day’s prior notice to the Administrative Agent. The Borrower may from time to time pay, upon three U.S. Government Securities Business Days’ prior notice to the Administrative Agent before the date of prepayment in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice a Term SOFR Advance. Subject to the Agentpayment of any funding indemnification amounts required by Section 3.6 (with respect to a Term SOFR Advance) but without penalty or premium, prepay the Group without penalty or premium, (i) all of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any timea Term SOFR Advance, or from time to time (ii) in part in amounts aggregating a minimum aggregate amount of $25,000,000 5,000,000 or any larger an integral multiple of $5,000,000, by paying 1,000,000 in excess thereof (and provided such payment would not reduce the outstanding principal amount of such Term SOFR Advance to be prepaid together with accrued interest thereon to the date less than $5,000,000) any portion of prepaymenta Term SOFR Advance. (b) Except as provided in subsection (a) aboveIf, on any date, Borrowing Base Debt exceeds the Borrowing Base, the Borrower may not shall, no later than five (5) Business Days after such date (unless, for the avoidance of doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base on such Business Day), prepay Loans and/or Cash Collateralize Letter of Credit Obligations in accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to or less than the Borrowing Base or (ii) all or any portion Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 shall be applied, first, to the prepayment of Loans, and second, if the aggregate principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of then outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed is less than the amount of such Bank's Commitment as then reducedprepayments because Letter of Credit Obligations constitute a portion thereof, and (ii) the aggregate unpaid principal amount Administrative Agent shall deposit the balance of all outstanding Loans does not exceed such prepayments in a cash collateral account established with the aggregate amount Administrative Agent for the benefit of the Commitments as then reducedLenders on terms and conditions reasonably satisfactory to the Administrative Agent to Cash Collateralize Letter of Credit Obligations. Any such The application of any prepayment of Loans pursuant to this Section 2.6(b) shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as made, first, to amount)ABR Loans and second, (b) and (c) of this Section 2.11)to Term SOFR Loans.

Prepayments. (a) Subject in Prior to the case of 1995 Trust Termination Date, on any Euro-Dollar Loans to Section 2.13Distribution Date, and, after the 1995 Trst Termination Date, onOn any Business Day during the Revolving Period, the Borrower mayIssuing Entity may cause the principal portion of the Series 2012-VFN Notes to be prepaid in full or in part, upon at least (x) if the aggregate principal amount of such prepayment is greater than $10,000,000, on not less than three Business Days prior written notice by the Servicer or (y) otherwise, on not less than one Domestic Business Day's Day prior written notice to by the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar LoansServicer, in each case in whole at any timecase, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentIndenture Trustee and the Administrative Agent in accordance with the Note Purchase Agreement; provided, however that such prepayment shall not be permitted unless all due (or, if the Series 2012-VFN Notes are paid in full and terminated, all accrued) and unpaid Series 2012-VFN Monthly Interest, Additional Amounts and Non‑Use Fees have been paid in full. (b) Except as provided in subsection (a) aboveIn addition, on any Business Day, the Borrower Issuing Entity may not prepay all or any cause the principal portion of the Series 2012-VFN Notes to be prepaid in full or in part, (x) if the aggregate principal amount of any Money Market Loan such prepayment is greater than $10,000,000, on not less than three Business Days prior written notice by the Servicer or (y) otherwise, on not less than one Business Day prior written notice by the Servicer, in each case, to the maturity thereofIndenture Trustee and the Administrative Agent, with the proceeds from issuance of a new Series issued substantially contemporaneously with such prepayment in accordance with the Note Purchase Agreement; provided, however that such prepayment shall not be permitted unless all due (or, if the Series 2012-VFN Notes are paid in full and terminated, all accrued) and unpaid Series 2012-VFN Monthly Interest, Additional Amounts and Non‑Use Fees have been paid in full. (c) Upon receipt of a The Servicer shall not give notice of any prepayment pursuant to this Section, Section 2.03(a) unless the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of Issuing Entity has funds sufficient to make such prepayment on the day notice is given and such notice shall not thereafter give notice of any prepayment pursuant to Section 2.03(b) unless the Issuing Entity has obtained binding commitments which may be revocable by subject to customary conditions from one or more persons to purchase the Borrower. Each new series in such prepayment shall be applied amounts as will yield the net proceeds necessary to prepay ratably make the Loans of the several Banks included in the relevant Group or Borrowingprepayment. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b)Commitment Step-Down Date, the Borrower Issuing Entity shall repay such cause the principal amount (together with accrued interest thereon) portion of outstanding Loans, if any, as may the Series 2012-VFN Notes to be necessary prepaid in full or in part so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does Funded Amount shall not exceed the amount of such Bank's Commitment as then reduced, and Maximum Funded Amount (ii) after giving effect to the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11Step-Down Commitments).

Prepayments. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (a) Subject in the case of any Euro-Dollar Loans Borrowers can voluntarily prepay, upon five (5) Business Days’ prior written notice to Section 2.13Agent, the Borrower mayTerm Loan in full or in part; provided that if any proposed voluntary prepayment would reduce the principal balance of the Term Loan to less than Five Hundred Thousand Dollars ($500,000), upon at least one Domestic Business Day's notice Borrowers shall be required to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, Term Loan in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentfull. (b) Except Upon each closing of any licensing transaction (including the Subsequent Pre-Approved Licensing Transaction, as provided defined herein) that results in subsection (a) abovepayments to a Loan Party, the Borrower may not prepay all or any portion Borrowers shall make a mandatory prepayment of the principal Term Loan in an amount of any Money Market Loan prior equal to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) any amounts received by Borrowers with respect to such licensing transaction(s) in excess of $5,000,000 (in the aggregate), until the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, mandatory prepayments (including the Initial Payment) equals $3,000,000 and (ii) the aggregate unpaid principal amount thereafter, for all subsequent transactions, twenty-five percent (25%) of all outstanding Loans does not amounts received by Borrowers with respect to such licensing transaction(s). In addition to the foregoing, upon the closing of any Equity Investment and/or Subordinated Indebtedness (in each case as defined herein), which, in the aggregate, exceed $5,000,000, Borrowers shall make a mandatory prepayment of the Term Loan in an amount equal to the positive difference between the aggregate amount of all such Equity Investments and/or Subordinated Indebtedness and $5,000,000, until the Commitments as then reducedaggregate amount of such mandatory prepayments equals $3,000,000. Any such prepayment shall be made As used herein, “Prepayment Hurdle” means the payment by Borrowers to Lender of $3,000,000, in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as aggregate, pursuant to amount), (b) and (c) of this Section 2.112.4(b).

Prepayments. In addition to the Borrower's rights to make voluntary prepayment in accordance with Section 2.01(b) above, the Borrower shall be obligated to make prepayment in accordance with the following: (a) Subject The Borrower shall be required to prepay the Obligations in full simultaneously with the case consummation of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentSale. (b) Except as provided in subsection (a) aboveIn the event that, at any time and from time to time subsequent to the Closing Date, the Borrower may not prepay all or any portion Subsidiary issues or sells any of its authorized common stock or preferred stock, or any security convertible or exercisable into or exchangeable for any common stock or preferred stock of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) shall, immediately upon receipt of outstanding Loansany proceeds therefrom, if any, as may be necessary so that after such repayment (i) give written notice thereof to the aggregate outstanding principal amount Lender setting forth a reasonably detailed calculation of each Bank's Committed Loans does not exceed the amount fair market value of the proceeds received therefrom and the expenses incurred in such Bank's Commitment as then reducedissuance or sale, and (ii) prepay the Obligations in an amount equal to the lesser of (A) one-half of the amount (if any) by which the aggregate unpaid principal amount net proceeds of all outstanding Loans does not such securities issuances subsequent to the Closing Date exceed $2,000,000, or (B) the aggregate amount remaining balance of all Obligations; provided, however, that (x) to the extent that the proceeds of any such issuance or sale are used exclusively for the purpose of paying the purchase price and directly associated expenses of the Commitments as then reduced. Any acquisition of another business (whether by means of stock sale, merger, consolidation, purchase of all or substantially all of the assets, or otherwise), which may include an operating division or unit of another business entity, such proceeds shall not be counted against the aforesaid $2,000,000 threshold, and no prepayment shall be required to be made hereunder in accordance respect to the proceeds used for the subject business acquisition, and (y) no notice or prepayment under this Section 2.02(b) shall be required with all applicable provisions respect to any proceeds from (1) exercise of any warrants or options outstanding on the date of this Agreement, (2) exercise of existing conversion rights of preferred stock of the Company outstanding on the date of this Agreement (including without limitation subsections (a) (other than or issued as to amount)in-kind dividends after the date of this Agreement, (b3) issuance and/or exercise of additional employee stock options granted subsequent to the date of this Agreement, and (c4) common stock of the Borrower issued to former members of StarTrak pursuant to agreements outstanding on the date of this Agreement, or common stock of the Borrower issued subsequent to the date of this Agreement to the extent that the net proceeds of such issuance are utilized to pay obligations of the Borrower or StarTrak Systems, LLC under currently outstanding agreements relating to the acquisition of StarTrak. As used herein, the term "net proceeds" of any issuance or sale shall mean the gross proceeds (valued at fair market value at the time of receipt) of this Section 2.11any and all kinds received or receivable in respect of such issuance or sale, minus the sum of all costs and expenses incurred by the Borrower and directly related to such issuance or sale (including, without limitation, underwriters' discounts, placement agents' fees, reasonable attorneys' and accountants' fees, and other out-of-pocket expenses, exclusive of amounts paid to employees, officers and/or directors of the Borrower and/or any of their respective Affiliates).

Prepayments. The Borrowers shall have no right to prepay any principal amount of any Loans other than as follows: (a) Subject A Borrower may (and shall provide notice thereof to the Administrative Agent not later than 10:00 a.m. (New York City time) on the date of prepayment, and the Administrative Agent shall promptly distribute copies thereof to the Lenders), and if such notice is given, such Borrower shall, prepay the outstanding principal amounts of its Loans made as part of the same Borrowing, in whole or ratably in part, together with (i) accrued interest to the date of such prepayment on the principal amount prepaid and (ii) in the case of Eurodollar Rate Loans, any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice amount payable to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate Lenders pursuant to Section 8.01(a4.04(b)); provided, orhowever, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group that each partial prepayment shall be in an aggregate principal amount of Euro-Dollar Loans, in each case in whole at any time, not less than $5,000,000 or from time to time in part in amounts aggregating $25,000,000 or any larger an integral multiple of $5,000,000, by paying the principal 1,000,000 in excess thereof (or such lesser amount to as shall be prepaid together with accrued interest thereon equal to the date total amount of prepaymentLoans outstanding to such Borrower). (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any termination or optional or mandatory reduction of the Commitments pursuant to Section 2.09(b)2.03, the Borrower Borrowers shall repay such pay or prepay the principal outstanding on the Loans in full in cash in an amount (together with accrued interest thereon) equal to the excess of outstanding Loans, if any, as may be necessary so that after such repayment (i) the sum of the aggregate outstanding principal amount of each Bank's Committed the Loans does not exceed outstanding (after giving effect to all Extensions of Credit to be made on such date and the amount application of such Bank's Commitment as then reduced, and the proceeds thereof) over (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced(following such termination or reduction, if any), together with (x) accrued interest to the date of such prepayment on the principal amount repaid and (y) in the case of prepayments of Eurodollar Rate Loans, any amount payable to the Lenders pursuant to Section 4.04(b). Any such prepayment shall be made in accordance with all applicable provisions of payments and prepayments required by this Agreement (including without limitation subsections (a) (other than as to amount), subsection (b) and (c) of this Section 2.11)shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding Eurodollar Rate Loans.

Prepayments. (a) Subject in The Borrower shall have no right to prepay the case principal amount of any Euro-Dollar Loans to Revolving Credit Loan other than as provided in this Section 2.13, the 2.6. (b) The Borrower may, may upon at least one Domestic three Business Day's Days' prior notice to the Agent, stating in such notice the proposed date and aggregate principal amount of the prepayment, prepay the Group outstanding principal amount of Domestic the Revolving Credit Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any timeor ratably in part, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $2,000,000 or integral multiples of $1,000,000 in excess thereof; provided, further, however, that all payments shall be made as set forth in Section 10.4(c), as applicable. Upon the giving of such notice of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior the Revolving Credit Loans specified to be prepaid shall become due and payable on the maturity thereofdate specified for such prepayment. (c) Upon The Borrower shall prepay the Revolving Credit Loans upon receipt by the Borrower or any Guarantor of a notice of prepayment pursuant to this SectionAsset Sale Proceeds (including, without limitation, Asset Sale Proceeds received by the Agent shall promptly notify each Bank Borrower upon the sale of the contents thereof and Stock of Bentley Systems, Inc. owned by the Borrower, it being understood that such Bank's ratable share (if anyStock may not be sold except as set forth in Section 7.5(c)(vi) or unless such sale is consented to in writing by the Majority Lenders) in an amount equal to such Asset Sale Proceeds, together with accrued interest to the date of such prepayment and such notice shall not thereafter be revocable by on the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowingprincipal amount prepaid. (d) On If at any time the date sum of the aggregate principal amount of Revolving Credit Loans at such time, Reimbursement Obligations at such time, and Letter of Credit Undrawn Amounts at such time, exceeds the lesser of (A) the Revolving Credit Commitments at any reduction of Commitments pursuant to Section 2.09(b)such time or (B) the Borrowing Base at such time, the Borrower shall repay forthwith (i) prepay the Revolving Credit Loans and/or the Reimbursement Obligations then outstanding in an amount equal to such principal amount (excess, together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount if there are no Revolving Credit Loans or Reimbursement Obligations then outstanding or if such prepayment of all outstanding Revolving Credit Loans or Reimbursement Obligations does not exceed eliminate such excess, pay an amount equal to such excess (or remaining portion thereof) into the aggregate amount Cash Collateral Account to cash collater alize outstanding Letter of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) Credit Obligations and (c) of this Section 2.11)Other Obligations.

Prepayments. No Loan Party shall, or shall permit any Subsidiary of a Loan Party to, prepay, redeem, defease, purchase in any manner, make any other distribution (whether in cash, securities or other property), or deposit or set aside funds (including any sinking fund or similar deposit) for the purpose of any of the foregoing, or agree to make, directly or indirectly, make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of, or interest on any earnouts, or other Indebtedness (other than the Obligations), except: (a) Subject any regularly scheduled payments of principal or interest required in accordance with the case terms of the instruments governing any Euro-Dollar Loans to Indebtedness permitted under Section 2.13, 8.1 (other than Subordinated Indebtedness or Indebtedness allowed under the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group definition of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(aPermitted Indebtedness(u)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.; (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion refinancing of the principal amount of any Money Market Loan prior such Indebtedness to the maturity thereof.extent such refinancing Indebtedness is permitted under Section 8.1; and (c) Upon receipt any payments of a notice of prepayment pursuant to this Section, regularly scheduled interest in accordance with the Agent shall promptly notify each Bank terms of the contents thereof and Seller Subordinated Note or Sponsor Subordinated Note, subject to the terms of such Bank's ratable share (if any) the Subordinated Debt Subordination Agreement applicable thereto; provided, that no payments of such prepayment principal shall be made on the Seller Subordinated Note or Sponsor Subordinated Note shall be made until after the Obligations have been Paid in Full unless the Payments Conditions are satisfied and such notice shall not thereafter be revocable payments are otherwise permitted by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing.Seller Debt Subordination Agreement; and (d) On with respect to any Subordinated Debt (other than the date of any reduction of Commitments pursuant to Section 2.09(bSeller Subordinated Note or Sponsor Subordinated Note), the Borrower shall repay no payments on such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment Subordinated Debt shall be made until after the Obligations have been Paid in accordance with all Full unless the Payments Conditions are satisfied and such payments are otherwise permitted by the Subordinated Debt Subordination Agreement applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)thereto.

Prepayments. (a) Subject in The Borrower shall have the case of any Euro-Dollar Loans right to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole or in part at any time, time or from time to time time, which prepayment shall in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to each case be prepaid made together with accrued and unpaid interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay and all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of other amounts payable under this Agreement (including without limitation subsections Section 5.04 hereof) without premium or penalty (a) (other than as subject to amountSection 5.04 hereof), provided, that (i) the Borrower shall give the Administrative Agent notice of each prepayment under this Section 3.03 as provided in Section 4.04 hereof, (and, upon the date specified in any such notice, the amount to be prepaid shall become due and payable hereunder), and (ii) each partial prepayment shall be in the aggregate amount of $50,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) If there shall occur a Change in Control, the Borrower shall, not later than five (5) Business Days thereafter, prepay the Loans in full, such prepayment to be made together with accrued and unpaid interest thereon and all other amounts payable under this Agreement (including without limitation Section 5.04 hereof). (c) On each date upon which the Borrower receives any cash proceeds from the incurrence in the capital markets or syndicated loan markets of any Indebtedness issued outside of Colombia or denominated in any currency other than Colombian pesos, the Borrower shall prepay the Loans with 100% of the cash proceeds (net of any customary underwriting, brokerage or arrangement commissions, transaction taxes and reasonable legal and other advisory fees and expenses associated therewith) thereof, which prepayment shall in each case be made together with accrued and unpaid interest thereon and all other amounts payable under this Agreement (including without limitation Section 2.115.04 hereof). (d) Amounts prepaid may not be reborrowed.

Prepayments. (a) Subject The Borrower may at any time and from time to time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon irrevocable written notice delivered to the Administrative Agent at least two Business Days’ prior thereto in the case of any Euro-Dollar Eurocurrency Loans to Section 2.13and on the date of such prepayment in the case of Reference Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Currency Loans, Reference Rate Loans, or a combination thereof, and if of a combination thereof, the Borrower mayamount of prepayment allocable to each. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, upon at least one Domestic Business Day's the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Reference Rate Loans) accrued interest to such date on the Agent, prepay the Group of Domestic Loans (or amount prepaid and any Money Market Borrowing bearing interest at the Base Rate amounts payable pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment2.16. (b) Except as provided in subsection (a) aboveIf, the Borrower may not prepay all after giving effect to any termination or any portion reduction of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b2.4, Section 2.21 or Section 2.22(d), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed the Total Extensions of Credit exceeds the Commitments as so reduced, the Borrower shall, simultaneously with any such termination or reduction of the Commitments, pay or prepay the Revolving Credit Loans does not exceed in an amount equal to such excess, together with interest thereon accrued to such date of payment or prepayment and any amount payable pursuant to Section 2.16; provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such Bank's Commitment as then reducedexcess (because L/C Obligations constitute a portion thereof), and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed Borrower shall, to the aggregate amount extent of the Commitments balance of such excess, Cash Collateralize outstanding Letters of Credit in an amount equal to such excess to be held as then reduced. Any such prepayment shall be made provided in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).2.20

Prepayments. (a) Subject The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of $500,000 and not less than $500,000 or, if less, the amount outstanding, subject to the requirements of this Section. (b) In the event and on such occasion that the sum of the Revolving Exposures exceeds the total Revolving Commitments, the Borrowers shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Collateral Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings or any subsidiaries thereof (other than by an agent of, or trustee for, the Lenders) in respect of any Prepayment Event, the Borrowers shall, not later than five Business Days after the date on which such Net Proceeds are received, prepay Tranche C Term Loan Borrowings or Revolving Loans with a corresponding commitment reduction to the Revolving Commitments in an aggregate amount equal to such Net Proceeds in accordance with Section 2.11(g); provided that, in the case of any Euro-Dollar Loans to Section 2.13Asset Disposition, if the Borrower may, upon at least one Domestic Business Day's notice shall deliver to the AgentAdministrative Agent a certificate of a Financial Officer to the effect that a Loan Party intends to (i) deposit all or a portion of such Net Proceeds in the CCF Account (so long as (x) the aggregate amount of Net Proceeds from all Prepayment Events during any fiscal year of Holdings deposited in the CCF Account does not exceed $10,000,000 (it being understood that (A) if $10,000,000 exceeds the amount of deposits made during any fiscal year pursuant to this clause (i), prepay such excess may be carried forward to the Group next (but no other) fiscal year and (B) any amounts deposited into the CCF Account pending the consummation of Domestic Loans any application pursuant to the immediately succeeding clause (ii) shall not be counted toward such $10,000,000 limit (after giving effect to any carry forward)) and (y) no Event of Default has occurred and is continuing), or (ii) apply the Net Proceeds from such event (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)a portion thereof specified in such certificate), or, upon three Euro-Dollar Business Days' notice to within 365 days (or within 730 days for the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share proceeds (if any) that are used to finance the construction of a Vessel (and are designated for such purpose in such certificate)) after receipt of such prepayment Net Proceeds, to acquire Vessels, real property, equipment or other assets to be used (or which are useful) in the business of Holdings and such notice shall not thereafter be revocable by the Borrower. Each such its subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be applied required pursuant to prepay ratably the Loans this paragraph in respect of the several Banks included Net Proceeds in respect of such event (or the relevant Group portion of such Net Proceeds specified in such certificate, if applicable); provided that if any such Net Proceeds therefrom have not been so deposited or Borrowingapplied by the end of such 365-day (or 730-day, as the case may be) period, a prepayment and, if applicable, commitment reductions in accordance with Section 2.11(g) shall be required in an amount equal to such Net Proceeds that have not been so deposited or applied. (d) On Following the date end of each fiscal year of the Borrower, commencing with the fiscal year ending December 26, 2005 or, if the Specified IPO is consummated, the 2006 fiscal year of Borrowers, the Borrowers will prepay Tranche C Term Loan Borrowings or Revolving Loans with a corresponding commitment reduction to the Revolving Commitments in an aggregate amount equal to 75.00% of Excess Cash Flow for such fiscal year in accordance with Section 2.11(g); provided that if (x) the Leverage Ratio at the end of any reduction of Commitments such fiscal year is less than 3.75 to 1.00 or (y) the Specified IPO has been consummated, the “75.00%” referred to in this clause (d) shall be deemed to be “50.00%”. Each prepayment pursuant to Section 2.09(bthis paragraph shall be made on or before the 105th day after the end of such fiscal year. (e) Prior to, or simultaneously with, any optional or, subject to Sections 2.11(c) and (d), mandatory prepayment of Borrowings hereunder, the Borrower shall repay select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (f) of this Section. (f) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked or extended in accordance with Section 2.08. Promptly following receipt of any such notice (together other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment or to prepay such Borrowing in full. Each prepayment of a Borrowing shall be applied ratably (in accordance with the Lenders’ pro rata share of the Loans) to the Loans included in the prepaid Borrowing. Prepayments shall include accrued interest thereonand other amounts to the extent required by Sections 2.13 and 2.16. (g) All Net Proceeds and Excess Cash Flow required by Sections 2.11(c) and 2.11(d) to be applied toward prepayments or commitment reductions, shall be applied first, to the outstanding Tranche C Term Loans and, second, to the extent that all outstanding Tranche C Term Loans shall have been repaid in full, to repay Revolving Loans with a corresponding reduction of outstanding LoansRevolving Commitments, in each case without premium or penalty (but including payments, if any, as may be necessary so that after such repayment (iprovided in Section 2.16) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable the other provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)hereof.

Prepayments. Except in connection with Refinancing Indebtedness permitted under the definition of Permitted Indebtedness, (a) Subject in the case optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Euro-Dollar Loans Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Indebtedness owing to Section 2.13a Loan Party; provided, the Borrower maythat no Event of Default has occurred and is occurring, upon at least one Domestic Business Day's notice or would occur after giving effect to such payment and to the Agentextent permitted under the Intercreditor Agreement, prepay if applicable, and (C) payments under the Group of Domestic Loans (or any Money Market Borrowing bearing interest at New Senior Notes Documents and the Base Rate pursuant to Term Credit Agreement permitted by Section 8.01(a7.7(d)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided make any payment on account of Indebtedness that has been contractually subordinated in subsection (a) above, the Borrower may not prepay all or any portion right of the principal amount of any Money Market Loan prior payment to the maturity thereof.Obligations if such payment is not permitted at such time under the subordination terms and conditions, (c) Upon receipt make any payments on the Existing Noteholder Obligations other than payments of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable regularly scheduled interest or as otherwise permitted by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing.Intercreditor Agreement, (d) On make any payments on the date of any reduction of Commitments pursuant to Section 2.09(b), obligations under the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment New Senior Notes Documents other than (i) payments of regularly scheduled interest or any “Additional Interest” due thereunder to the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed extent permitted by the amount of such Bank's Commitment as then reduced, Intercreditor Agreement and (ii) any mandatory prepayments under the aggregate unpaid principal amount Term Credit Agreement permitted by the Intercreditor Agreement; provided that, if applicable, the Lenders shall have first declined the use of all outstanding Loans does not exceed such proceeds for application to the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as Advances pursuant to amount), (b) and (c) of this Section 2.112.5(g)(ii).

Prepayments. (a) Subject The Borrower shall not have any right to prepay any Advances except in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans accordance with subsections (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)b) and (c), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentbelow. (b) Except as provided The Borrower may, (i) in subsection the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (asuch notice being irrevocable) aboveand (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower may not shall, prepay all Advances comprising part of the same Borrowing, in whole or any portion ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of any Money Market Loan prior to the maturity $1,000,000 in excess thereof. (c) Upon receipt If at any time the aggregate principal amount of a notice of prepayment pursuant to this Section, Outstanding Credits shall exceed the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b)Total Commitment, the Borrower shall repay forthwith prepay so much of the outstanding Advances, and/or pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to so much of the amount available for drawing under the Letters of Credit outstanding at such principal amount (together with accrued interest thereon) of outstanding Loans, if anytime, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed shall result in the amount of such Bank's Commitment as then reduced, and (ii) Outstanding Credits minus the aggregate unpaid principal amount of all outstanding Loans does not exceed funds so held as collateral being less than or equal to the aggregate amount of the Commitments as then reducedTotal Commitment at such time. Any such prepayment shall be made in accordance with all applicable provisions of All prepayments pursuant to this Agreement (including without limitation subsections (a) (other than as to amount), (b) and subsection (c) shall be effected from outstanding Advances comprising part of this the same Borrowing or Borrowings and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 2.114.03(d).

Prepayments. (a) Subject Subject, in the case of any Euro-Dollar CP Rate Loans to Section 2.13and LIBOR Loans, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group funding indemnification provisions of Domestic Loans Section 4.3: (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or a) Borrower may from time to time voluntarily prepay, without penalty or premium, all outstanding Advances, or, in part in amounts aggregating a minimum aggregate amount of $25,000,000 1,000,000 per Group (or any a larger integral multiple of $5,000,0001,000,000 per Group), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan outstanding Advances by giving prior written notice to the maturity thereof. Co-Agents (ceach, a “Prepayment Notice”): (i) Upon receipt of a notice of given within the Required Notice Period with respect to each Pool Funded Conduit’s Loans so prepaid and (ii) providing for such prepayment pursuant to this Section, occur on the Agent shall promptly notify each Bank last day of the contents thereof CP Tranche Period with respect to Gotham’s CP Rate Loans so prepaid; provided that each such prepayment of principal complying with the provisions of this section or otherwise is accompanied by a payment of all accrued and of such Bank's ratable share unpaid interest on the amount prepaid, together with all amounts (if any) due under Section 4.3 and any Broken Funding Costs (if any) due because of such prepayment prepayment, and is made between the Conduits in such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary proportions so that after such repayment (i) giving effect thereto, the aggregate outstanding principal amount balance of the Loans outstanding from each Bank's Committed Loans does not exceed the amount Conduit shall be in proportion to such Conduit’s Percentage of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid outstanding principal amount balance of all Advances then outstanding Loans does not exceed the aggregate amount hereunder. The Co-Agents agree to use their best efforts to accommodate any request by Borrower to prepay any portion of the Commitments as then reduced. Any such prepayment shall be made outstanding Advances in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (any manner other than as required herein to amount), (b) and (c) of this Section 2.11)minimize any Broken Funding Costs associated with such prepayment.

Prepayments. (a1) No later than 9:00 a.m. (San Francisco time) on any Business Day, the Company may voluntarily prepay Base Rate Loans and Floating Eurodollar Rate Loans in whole or in part at any time; provided, however, that voluntary prepayments of Base Rate Loans and Floating Eurodollar Rate Loans shall be in the minimum amount of $500,000.00 and integral multiples of $10,000.00 in excess thereof. (2) The Company may voluntarily prepay LIBO Rate Loans prior to the last day of their applicable Interest Periods in whole or in part at any time upon not less than three Eurodollar Business Days' prior written notice to the Administrative Agent (which notice will be promptly forwarded telephonically by the Administrative Agent to the Lenders affected thereby); provided, however, that voluntary prepayments of LIBO Rate Loans shall be in the minimum amount of $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof. (3) Subject to the provisions of subparagraph (10) below, all voluntary prepayments of Term Loan A and Term Loan B must be made concurrently and pro rata in accordance with the outstanding principal balances of Term Loan A and Term Loan B on the date of payment thereof. (4) Revolving Loans are subject to mandatory prepayment as provided in Paragraph 3(d) above. -------------- (5) The Company shall remit to the Administrative Agent as a mandatory prepayment for application against Term Loan A and Term Loan B, pro rata in accordance with the outstanding principal balances thereof, subject to the provisions of subparagraph (10) below, no later than ninety (90) days after ----------------- the end of each fiscal year of the Company, fifty percent (50%) of Excess Cash Flow for such fiscal year. (6) In addition, the Company and the Parent shall, and shall cause each other Subsidiary of the Parent to, remit to the Administrative Agent for application against Term Loan A and Term Loan B, pro rata in accordance with the outstanding principal balances thereof, subject to the provisions of subparagraph (10) below, immediately upon receipt thereof: ----------------- (i) One hundred percent (100%) of Net Cash Proceeds received from the sale or other disposition of any and all assets of the Parent, the Company or any other Subsidiary of the Parent (other than sales of inventory in the ordinary course of business) during any fiscal year in excess of $1,000,000.00; provided, however, that no such prepayment in respect of any sale or other disposition of such assets shall be required if and to the extent that the Parent, the Company or the Subsidiary, as applicable, intends to reinvest the Net Cash Proceeds in similar assets and shall have done so within three hundred sixty (360) days of the consummation of such sale or other disposition (it being agreed and understood that in the event any Net Cash Proceeds of any sale or other disposition which would be required to be delivered to the Administrative Agent but for the intention of the selling Person to so reinvest such funds are not fully so reinvested within the required time frame, the amount of such Net Cash Proceeds not so reinvested shall promptly be delivered to the Administrative Agent for application as required hereunder) and, provided further, that nothing contained herein shall be construed to permit any such sale or other disposition unless the same is permitted pursuant to Paragraph 8(h) below; -------------- (ii) One hundred percent (100%) of Net Cash Proceeds received under any casualty or property damage insurance covering any and all assets of the Parent, the Company or any other Subsidiary of the Parent during any fiscal year in excess of $500,000.00; provided, however, that no such prepayment shall be required if and to the extent that the Parent, the Company or the Subsidiary, as applicable, intends to reinvest the Net Cash Proceeds in similar assets and shall have done so within three hundred sixty (360) days of receipt thereof (it being agreed and understood that in the event any Net Cash Proceeds which would be required to be delivered to the Administrative Agent but for the intention of the Person receiving such Net Cash Proceeds to reinvest such funds are not fully so reinvested within the required time frame, the amount of such Net Cash Proceeds not so reinvested shall promptly be delivered to the Administrative Agent for application as required hereunder); and (iii) Fifty percent (50%) of the Net Cash Proceeds from each issuance of debt or equity securities by the Parent, the Company or any other Subsidiary of the Parent other than: a. issuances of debt or equity securities contemplated by the Recapitalization and the funding of any Change of Control Payment (as defined in the Indenture), b. the issuance of equity securities of the Parent to members of management of the Company and its Subsidiaries, and c. the issuance of the Indebtedness permitted under Paragraph 8(b) below. -------------- (7) Any prepayment of principal of Term Loan A or Term Loan B shall be applied against installments thereon pro rata. (8) The Company shall pay in connection with any prepayment hereunder, whether voluntary or mandatory, all interest accrued but unpaid on the Loans to which such prepayment is applied, and in the case of prepayment of any Euro-Dollar LIBO Rate Loans, all amounts payable pursuant to Paragraph 2(i) above, concurrently with payment of any principal amounts. -------------- (9) Prior to the occurrence of an Event of Default and acceleration of the Obligations, prepayments shall be applied first to Base Rate Loans and Floating Eurodollar Rate Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice extent possible and then to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base LIBO Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b10) Except as provided Notwithstanding anything to the contrary set forth in subsection this Paragraph 3(f), each Term Loan B Lender shall have the right to waive -------------- receipt of its proportionate share of any voluntary or mandatory prepayment required to be allocated to Term Loan B (aa "Waivable Prepayment"). The Company shall notify the Administrative Agent and each Term Loan B Lender at least three (3) aboveBusiness Days prior to its payment of any Waivable Prepayment. In the event a Term Loan B Lender desires to waive receipt of its proportionate share of a Waivable Prepayment, such Lender shall so advise the Administrative Agent no later than 5:00 p.m. (San Francisco time) on the Business Day immediately preceding the Company's payment of such Waivable Prepayment. In the event any Term Loan B Lender waives its right to receive a proportionate share of a Waivable Prepayment, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of apply the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied amount so waived to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).Term Loan A.

Prepayments. (a) Subject in The Borrower shall have the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole right at any time, or time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in amounts aggregating $25,000,000 this Section). All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (i) on or any larger multiple prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (ii) after the No-Call Date and on or prior to the 12-month anniversary of $5,000,000, the No-Call Date shall be accompanied by paying a prepayment fee equal to 4.00% of the aggregate principal amount to be prepaid together with accrued interest thereon of such prepayments and (iii) after the 12-month anniversary of the No-Call Date and on or prior to the date 18-month anniversary of prepaymentthe No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (b) Except as provided in subsection (a) above, When the Borrower may not prepay all or any portion of the principal aggregate amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b)Excess Proceeds exceeds $10,000,000, the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) within 15 days notify the aggregate outstanding principal amount of each Bank's Committed Administrative Agent thereof and prepay the Loans does not exceed in the amount of such Bank's Commitment Excess Proceeds without premium (but subject to Section 2.10) (as then reduced, reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and (ii) specified in a notice delivered by the aggregate unpaid principal amount of all outstanding Loans does not exceed Administrative Agent to the aggregate amount Borrower). To the extent there are any remaining Excess Proceeds following the completion of the Commitments prepayment required hereunder as then reduced. Any a result of Lender elections not to accept such prepayment prepayment, the Borrower shall be made in accordance with all applicable provisions apply such Excess Proceeds to the repayment of this Agreement (including without limitation subsections (a) (other than as Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to amount), (b) and (c) of this Section 2.11).the extent permitted or required under the terms

Prepayments. (a1) Subject in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, The Borrowers may prepay the Group principal of Domestic the Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole or in part, at any time, or time and from time to time in part in amounts aggregating $25,000,000 or any larger multiple and with respect to the Term Loans upon at least three (3) Business Days prior written notice to the Agent and the Lenders. All voluntary prepayments of $5,000,000, by paying the principal amount to of the Term Loans shall be prepaid together with accompanied by the payment of all accrued but unpaid interest thereon on the Term Loans to the date of prepayment. Any voluntary prepayment of less than all of the outstanding principal of the Term Loans shall be applied to the installments of principal of the Term Loans in the inverse order of maturity. Amounts prepaid in respect of the Term Loans may not be reborrowed. (b2) Except as provided in subsection (a) above, the Immediately upon receipt by any Borrower may not prepay all or any portion its Subsidiaries of the principal amount proceeds of any Money Market Loan prior asset disposition (excluding proceeds of asset dispositions permitted by Section 7.9(a)), such Borrower shall --------------- prepay the Loans in an amount equal to all such proceeds, net of (i) commissions and other reasonable and customary transaction costs, fees, and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, paid to non-Affiliates), (ii) transfer taxes, (iii) amounts payable to holders of senior Liens (to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Sectionextent such Liens constitute Permitted Liens hereunder), the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any, and (iv) of an appropriate reserve for income taxes in accordance with GAAP in connection therewith ("Net Proceeds"). Any such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such ------------ prepayment shall be applied in accordance with Section 3.4(d). -------------- (3) All cash payments or other cash proceeds (as defined in the UCC) received by any Borrower constituting proceeds of a Distribution, loan or other advance (other than a loan or advance by a Borrower to prepay ratably the Loans a Borrower) to such Borrower, other than such proceeds which are proceeds of the several Banks included in Revolving Loans loaned from one Borrower to another Borrower, shall be paid to the relevant Group or BorrowingAgent, promptly upon such receipt, for application to the Revolving Loans. (d4) On the date of any reduction of Commitments Net Proceeds received pursuant to Section 2.09(b)3.4(b) shall be applied as follows: (A) The actual proceeds of sale of Accounts and Inventory or (B) in the case of a sale of a division or the sale of Capital Stock of a Subsidiary, an amount equal to the Borrower lesser of (1) the total proceeds received from such sale or (2) the book value of Accounts and Inventory sold as part of any such sale of a division or which are owned by any such Subsidiary, shall repay such be applied, first, to accrued ----- interest with respect to the Revolving Loans, second, to pay the ------ principal amount (together of the Revolving Loans, third to cash collateralize ----- outstanding Letters of Credit and Credit Support, fourth to accrued ------ interest with respect to the Term B Loans, fifth, to accrued interest thereon) of outstanding ----- with respect to the Term A Loans, if anysixth, as may be necessary so that after such repayment (i) to scheduled installments of ----- the aggregate outstanding principal amount Term B Loans in the inverse order of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reducedmaturity, and seventh to ------- scheduled installments of the Term A Loans in the inverse order of maturity. (ii2) Prepayments from proceeds of Fixed Assets shall be applied first, to accrued interest with respect to the aggregate unpaid Term B Loans, second, to ----- ------ accrued interest with respect to the Term A Loans, third, to scheduled ----- installments of the Term B Loans in the inverse order of maturity, fourth, to scheduled installments of the Term A Loans in the inverse ------ order of maturity, fifth, to accrued interest with respect to the ----- Revolving Loans, sixth, to pay the principal amount of the Revolving Loans, ----- and seventh, to cash collateralize outstanding Letters of Credit and ------- Credit Support. (3) Prepayments from proceeds of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) asset dispositions (other than as to amountsales of Accounts, Inventory, and Fixed Assets), including proceeds from the sale of a division or a Subsidiary in excess of the book value of Accounts, Inventory, and Fixed Assets sold as part of the sale of that division or Subsidiary, shall be applied first, to accrued ----- interest with respect to the Term B Loans, second, to the scheduled ------ installments of the Term B Loans in the inverse order of maturity, third, to accrued interest with respect to the Revolving Loans, fourth, ----- ------ to pay the principal of the Revolving Loans, fifth, to accrued interest ----- with respect to the Term A Loans, sixth, to the schedule installments ----- of the Term A Loans, and seventh, to cash collateralize outstanding ------- Letters of Credit and Credit Support. (b5) and (c) No provision contained in this Section 3.4 shall constitute a ----------- consent to an asset disposition that is otherwise not permitted by the terms of this Section 2.11)Agreement.

Prepayments. (a) Subject So long as any Term Loans are outstanding, within 20 days following each date on which US Borrower or any Subsidiary receives any Net Cash Proceeds from any Taking or Destruction or loss of title to any Mortgaged Real Property, a Dollar Equivalent amount equal to 100% of such Net Cash Proceeds shall be applied as a mandatory prepayment of principal of the Term Loans; provided, however, that so long as no Event of Default or Unmatured Event of Default then exists and such proceeds do not exceed the Dollar Equivalent amount of U.S. $10.0 million, such proceeds shall not be required to be so applied on such date to the extent that the Borrowers have delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to replace or restore (in accordance with the procedures set forth in the case Mortgage) any properties or assets in respect of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to which such proceeds were paid within 360 days following the date of prepaymentthe receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended); provided, further, however, that (i) if the amount of such proceeds exceeds the Dollar Equivalent amount of U.S. $10.0 million, then the entire amount and not just the portion in excess of the Dollar Equivalent amount of U.S. $10.0 million shall be applied as a mandatory prepayment of Term Loans as provided above in this subsection 2.7(a) and (ii) if all or any portion of such proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso are not so used within 360 days after the date of the receipt of such proceeds, such remaining portion shall be applied on the last day of such period (or the next preceding Business Day if such last day is not a Business Day) as a mandatory prepayment of principal of the Term Loans as provided above in this subsection 2.7(a). Each such prepayment shall be applied as set forth in subsection 2.7(f). (b) Except So long as provided any Term Loans are outstanding, within 90 days after the end of each fiscal year of US Borrower ending after December 31, 1996, the Term Loans shall be prepaid in a Dollar Equivalent amount equal to 75% of Excess Cash Flow for such fiscal year; provided, however, that if the Debt to EBITDA Ratio as of the end of the fiscal year immediately preceding the date of any such prepayment is less than 3.50 to 1.0, such percentage shall be 50%. Each such prepayment shall be applied as set forth in subsection 2.7(f). (ac) aboveSo long as any Term Loans are outstanding, within 30 days after the receipt by US Borrower or any Subsidiary of Net Cash Proceeds from any Asset Sale, the Borrower may Term Loans shall be prepaid in a Dollar Equivalent amount equal to 100% of the Net Cash Proceeds of such Asset Sale; provided, however, that the Net Cash Proceeds from any Asset Sale permitted by each of subsection 8.2(d) and subsection 8.2(i) shall in each case not prepay be required to be so applied to the prepayment of the Term Loans on such date if (i) no Event of Default or Unmatured Event of Default then exists and (ii) the Borrowers deliver an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be reinvested in the business of the Borrowers or any Subsidiary within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, further, however, that if all or any portion of such Net Cash Proceeds not so applied to the prepayment of Term Loans is not so used within such 180 day period, such remaining portion shall be applied on the last day of such period (or the next preceding Business Day if such last day is not a Business Day) as a mandatory prepayment of principal of outstanding Term Loans as provided above in this subsection 2.7(c). Each such prepayment shall be applied as set forth in subsection 2.7(f). (d) So long as any Term Loans are outstanding, the Term Loans shall be prepaid concurrently with the receipt of any Net Cash Proceeds from the issuance of any Indebtedness by US Borrower or any Subsidiary (other than any Indebtedness permitted by Section 8.5) in a Dollar Equivalent amount equal to 100% of such Net Cash Proceeds. Each such prepayment shall be applied as set forth in subsection 2.7(f). (e) So long as any Term Loans are outstanding, the Term Loans shall be prepaid concurrently with the receipt of any Net Cash Proceeds from any capital contribution to US Borrower or any Subsidiary or from the issuance or sale of any equity securities of M-T Investors, Holding or any of its Subsidiaries or any other direct or indirect parent of US Borrower (other than (w) the Equity Issuance, (x) the exercise of employee stock options and the repayment of loans to employees, (y) the issuance of equity to W▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or to the sellers in the Safeline Acquisition (not to exceed U.S. $6.0 million in total proceeds), and (z) in each case, contributions from or issuances to another Company) in a Dollar Equivalent amount equal to 50% of such Net Cash Proceeds; provided, however, that (A) no such prepayment shall be required in connection with the issuance or sale by Holding of any equity securities of Holding to the Investors or from the proceeds of any capital contribution therefrom to US Borrower or any Subsidiary in an aggregate amount of Net Cash Proceeds up to the Dollar Equivalent amount of U.S. $35.0 million since the Original Closing Date (over and above the Equity Issuance) if (i) no Event of Default or Unmatured Event of Default then exists, (ii) such Net Cash Proceeds are contemporaneously utilized by US Borrower and the Subsidiaries in their business, and (iii) such Net Cash Proceeds are not utilized by US Borrower or any Subsidiary, directly or indirectly, to redeem, retire or acquire any other Indebtedness of US Borrower or any Subsidiary, and (B) if a Qualified Public Offering has been consummated, US Borrower may, provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, first use the Net Cash Proceeds thereof to redeem up to U.S. $47.25 million of the Senior Subordinated Notes (plus premiums thereon) in accordance with the terms of the Senior Subordinated Note Indenture which permit such a redemption upon a public equity offering before utilizing the Net Cash Proceeds thereof to prepay the Term Loans, however, in such event, US Borrower shall apply all remaining Net Cash Proceeds thereof to prepay the Term Loans up to such amount thereof that would have been applied if the application to redeem the Senior Subordinated Notes had not taken place. Each such prepayment shall be applied as set forth in subsection 2.7(f). (f) Each prepayment of the Term Loans required by subsections (a)-(e) of this Section 2.7 shall be applied pro rata among the Term Loan Facilities (based on the then remaining amounts of the Amortization Payments of the Term Loan Facilities) and, as to each Term Loan Facility, first, to the next immediately succeeding scheduled quarterly Amortization Payment of such Term Loan Facility as set forth in the relevant subsection of Section 2.9 and, second, pro rata to the remaining Amortization Payments under such Term Loan Facility as set forth in the relevant subsection of Section 2.9. Subject to subsection 2.10(b), all prepayments of Term Loans shall be made together with all accrued interest thereon and any amounts required by Section 4.4, and all such payments shall be applied to the payment of interest and such Section 4.4 amounts before application to principal. Without prejudice to the obligations to prepay as set out in this Section 2.7, any Applicable Borrower proposing to make any prepayment under this Section 2.7 will, prior to making any such prepayment, take all steps required of it to obtain any consents, authorizations or other approvals or take any other action which may at any relevant time be required of it in respect of any such prepayment to be made by it (including taking all requisite steps under Chapter VI of the Companies A▇▇ ▇▇▇▇ of Great Britain). (i) Subject to Section 4.4, any Applicable Borrower may, at any time or from time to time, ratably prepay, without premium or penalty, Committed Loans under the Revolving Facility or under the Term Loan Facilities in whole or in part, in an aggregate Dollar Equivalent principal amount of any Money Market Loan prior to at least U.S. $1.0 million and a higher integral multiple of 1.0 million units of the maturity thereof. (c) Upon receipt of Applicable Currency. The Applicable Borrower shall deliver a notice of prepayment pursuant in accordance with Section 11.2 to this Sectionbe received by the Administrative Agent not later than (i) 10:00 a.m. (London, the Agent shall promptly notify each Bank England time), three Business Days in advance of the contents thereof prepayment date, if the Committed Loans to be prepaid are LIBOR Rate Loans, and (ii) 10:00 a.m. (New York City time), one Business Day prior to the prepayment date, if the Committed Loans to be prepaid are ABR Loans (and in each case on not more than five Business Days' prior notice). Such notice of such Bank's ratable share (if any) prepayment shall specify the date and amount of such prepayment and whether such prepayment is of ABR Loans, LIBOR Rate Loans, or any combination thereof, whether Revolving Loans or Term Loans are being prepaid and the Applicable Currency. Such notice shall not thereafter be revocable by the Applicable Borrower. The Administrative Agent will promptly notify each Lender thereof and of such Lender's Pro Rata Share of such prepayment. If such notice is given by any Applicable Borrower, such Applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 4.4. Each such prepayment (if a prepayment of Term Loans) shall be applied pro rata among the Term Loan Facilities (based on the then remaining amounts of the Amortization Payments of the Term Loan Facilities) and, as to each Term Loan Facility, first, to the next immediately succeeding scheduled quarterly Amortization Payment of such Term Loan Facility and, second, pro rata to the then remaining amounts of the Amortization Payments under such Term Loan Facility, subject, however, to clause (iii) of subsection 2.7(h). (ii) Subject to Section 4.4, Canadian Borrower may, at any time or from time to time, ratably prepay Canadian Loans in whole or in part, in an aggregate principal amount of at least Cdn. $250,000 and an integral multiple of Cdn. $250,000. Canadian Borrower shall deliver a notice of prepayment in accordance with Section 11.2 to be received by the Canadian Agent not later than (i) 10:00 a.m. (New York City time) at least two Business Days in advance of the prepayment date if the Loans to be prepaid are BA Equivalent Rate Loans and (ii) 9:00 a.m. (New York City time) on the prepayment date if the Loans to be prepaid are Prime Rate Loans. Such notice of prepayment shall specify the date and amount of such prepayment and whether such prepayment is of Prime Rate Loans, BA Equivalent Rate Loans, or any combination thereof. Such notice shall not thereafter be revocable by Canadian Borrower. The Canadian Agent will promptly notify each Canadian Lender thereof and of such Canadian Lender's Percentage of such prepayment. If such notice is given by Canadian Borrower, Canadian Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with, in the case of BA Equivalent Rate Loans, accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 4.4. (h) With respect to each prepayment of Loans pursuant to Section 2.7, the Applicable Borrower may designate the Types of Loans which are to be repaid and the specific Borrowing(s) under the affected Facility pursuant to which made; provided, however, that (i) LIBOR Rate Loans made pursuant to a specific Facility may be designated for prepayment only on the last day of an Interest Period applicable thereto unless all LIBOR Rate Loans made pursuant to such Facility with Interest Periods ending on such date of prepayment and all ABR Loans made pursuant to such Facility have been paid in full; (ii) if any prepayment of LIBOR Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Tranche, such Borrowing shall be immediately converted into, if such Borrowing is Offshore U.S. Dollar Loans, ABR Loans, and, if such Borrowing is Offshore Currency Loans, Offshore Currency Loans having an Interest Period of one month; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, unless an Applicable Borrower shall have become obligated to make any payment pursuant to Section 4.1, in which case such Applicable Borrower may prepay the Loans held solely by the Lender or Lenders to which it is obligated to make such payment. In the absence of a designation by the Applicable Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize funding losses owing under Section 4.4. (i) Notwithstanding subsections 2.7(a) and (c), to the extent that the Net Cash Proceeds required to be applied to a prepayment of the Loans pursuant to such subsections (1) are prohibited or delayed by applicable law from being repatriated to the jurisdiction of the Borrower or UK Borrower, as the case may be, required to make any such prepayment or (2) may not be so repatriated without causing an adverse tax consequence, such Net Cash Proceeds required to be applied to a prepayment of the Loans pursuant to such subsections shall, so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, not be required to be applied as a prepayment of the Loans at the time provided in such subsections to the extent that the aggregate Dollar Equivalent amount of Net Cash Proceeds proposed to be not so applied for such event when added to the aggregate Dollar Equivalent amount of Net Cash Proceeds from all prior or concurrent events which have not been applied by virtue of this subsection 2.7(i) is less than 5.0% of Net Tangible Assets at such time. If and when such repatriation is permitted under the applicable local law or may be made without an adverse tax consequence, as the case may be, such repatriation shall be immediately effected and such Net Cash Proceeds shall be applied in the manner set forth in subsections 2.7(a) and (c), with any time limit therein being deemed to have started upon receipt of such Net Cash Proceeds by any Subsidiary of US Borrower notwithstanding this subsection 2.7(i); provided, however, if the time limit shall have expired, then such Net Cash Proceeds so repatriated shall be applied to prepay ratably the Loans prepayment of the several Banks included Term Loans as set forth in the relevant Group or Borrowingsubsection 2.7(f) within three Business Days. (dj) On the last Business Day of each month occurring after October 31, 1996, the Borrowers and the Subsidiary Swing Line Borrowers shall determine the aggregate Dollar Equivalent amount of the total amount of Swing Line Loans actually outstanding, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations (the date of any reduction of Commitments pursuant to Section 2.09(b)each such determination, the Borrower "Swing Line Loan Calculation Date"). The Swing Line Borrowers shall repay the Swing Line Loans and/or Cash Collateralize Letters of Credit issued for the account of the Subsidiary Swing Line Borrowers within 10 Business Days of any Swing Line Loan Calculation Date if the aggregate Dollar Equivalent amount of Swing Line Loans then outstanding, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations exceeds U.S. $40.0 million in an amount equal to the amount such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) giving effect thereto the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal Dollar Equivalent amount of all outstanding Swing Line Loans does then outstanding, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations would not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)U.S. $40.0 million.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the The Borrower may, upon at least one Domestic Business Day's notice to the Administrative Agent, prepay the Group of Domestic Loans any Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case 8.01) in whole at any time, or from time to time in part in amounts aggregating $25,000,000 5,000,000 or any larger multiple of $5,000,0001,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Except as provided in subsection (ac), (d) aboveor (e) below or in Section 8.02, the Borrower may not prepay all or any portion of the principal amount of any Money Market Fixed Rate Loan prior to the maturity thereof. (c) If the Company becomes obligated to indemnify any Bank or the Administrative Agent for Taxes or Other Taxes pursuant to Section 2.15(c) and actions taken pursuant to Section 2.15(f) do not or will not eliminate such indemnity payments, then the Company may, upon at least one Domestic Business Day's notice to the Administrative Agent, prepay all Borrowings in whole by paying the principal amount together with accrued interest thereon to the date of prepayment (in which event the Company shall also terminate the Commitments in their entirety pursuant to Section 2.09). (d) If any Bank requires that additional interest be paid to it pursuant to Section 2.07(h), then the Company may, upon at least two Euro-Currency Business Days' notice to the Administrative Agent, prepay all Euro-Currency Borrowings in Pounds sterling by paying the principal amount together with accrued interest thereon to the date of prepayment. (e) On each March 31, June 30, September 30, and December 31, the Company shall cause one or more Borrowers to prepay Loans to the extent (if any) required so that on such date, after giving effect to such prepayment, the aggregate Dollar Amount of the Loans does not exceed the aggregate amount of the Commitments. (f) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).

Prepayments. (a) Subject in the case of The Borrower shall not have any Euro-Dollar Loans right to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made Advances except in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) below. (b) The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day’s written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall, prepay Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (c) If at any time the aggregate principal amount of Outstanding Credits shall exceed the Total Commitment, the Borrower shall forthwith prepay so much of the outstanding Advances, and/or pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral in the Cash Collateral Account) equal to so much of the amount available for drawing under the Letters of Credit outstanding at such time as shall result in the amount of Outstanding Credits minus the amount Stated Amount of the Letters of Credit so collateralized by funds being held in the Cash Collateral Account being less than or equal to the Total Commitment at such time. All prepayments pursuant to this subsection (c) shall be effected from outstanding Advances comprising part of the same Borrowing or Borrowings and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 2.114.03(d).

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the The Borrower may, upon at least one Domestic Business Day's notice from the Borrower to the Administrative Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, time or from time to time voluntarily prepay Loans of any Tranche in whole or in part without premium or penalty; provided that (i) such notice must be in amounts aggregating a form reasonably acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000, by paying the 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount to be prepaid together with accrued interest thereon to of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the date of prepayment.entire principal amount thereof (b) Except as provided The Borrower shall apply the following Net Cash Proceeds to prepay Loans in subsection accordance with clauses (c) and (d) below not later than three (3) Business Days after receipt thereof (or, if later, within three (3) Business Days of the Funding Date): (i) 100% of the Net Cash Proceeds received by Parent or any of its Subsidiaries after the Effective Date from the issuance and sale of any bank loan, debt securities (including any debt securities convertible or exchangeable into equity securities or hybrid debt-equity securities) or incurrence of any other Indebtedness of the type described in clause (a) aboveof the definition of “Indebtedness”, other than (A) the Borrower may not prepay all Loans, (B) revolving credit borrowings under the Revolving Credit Agreement or any portion of extension or refinancing thereof, or any commitment increase thereunder; provided that the aggregate principal amount of commitments and Indebtedness outstanding thereunder (determined without duplication) does not exceed $4,000,000,000, (C) intercompany Indebtedness among Parent and/or its Subsidiaries, (D) Capital Leases, letters of credit, foreign subsidiary working capital facilities, purchase money and equipment financings or other similar obligations or refinancings of the foregoing with Indebtedness of the same or similar form, in each case, incurred in the ordinary course of business, (E) issuances of commercial paper, (F) issuances or borrowings under, or extensions, replacements or other refinancings of, Permitted Securitization Financing, in each case, incurred in the ordinary course of business and consistent with past practice, (G) local lines of credit, bilateral agreements, overdraft and similar working capital arrangements from any Money Market Loan prior commercial bank incurred in the ordinary course of business and consistent with past practice and (H) other Indebtedness in an aggregate principal amount not exceeding $500,000,000; (ii) 100% of the Net Cash Proceeds received by Parent after the Effective Date from the issuance and sale of any Equity Interests by Parent (including, to the maturity thereof. (c) Upon receipt extent not duplicative of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment clause (i) above, any securities convertible or exchangeable into or exercisable for Equity Interests or other equity-linked securities), other than (A) issuances pursuant to employee stock plans, compensation plans or other benefit or employee or director incentive arrangements (including, for the aggregate outstanding principal amount avoidance of each Bank's Committed Loans does doubt, employee and director 401(k) plans) or upon the exercise of options to purchase such securities, (B) Equity Interests issued or transferred directly (and not exceed the amount constituting cash proceeds of any issuance of such Bank's Commitment equity securities) as then reducedconsideration in connection with any acquisition, and (iiC) the aggregate unpaid principal amount issuances of all outstanding Loans does not exceed common stock or any other Equity Interests pursuant to any registered public offering or private placement; provided that the aggregate amount of the Commitments issuances described in this clause (C) shall not exceed $250,000,000 and (D) issuances of directors’ qualifying shares and/or other nominal amounts as then reduced. Any such prepayment shall be required under applicable law; and (iii) 100% of the Net Cash Proceeds received by Parent or any of its Subsidiaries after the Effective Date from any Asset Sale (excluding Net Cash Proceeds of which do not exceed $500,000,000 in the aggregate); provided that prepayments made in accordance connection with all applicable provisions of this Agreement clause (including without limitation subsections (a) (other than as to amountiii), (b) and (c) of this Section 2.11).

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the The Borrower may, upon at least one Domestic (1) Business Day's ’s notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Base Rate Loans, in each case in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($25,000,000 1,000,000) or any larger multiple of One Hundred Thousand Dollars ($5,000,000100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. (b) The Borrower may, upon at least one (1) Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar Loan as of the last day of the Interest Period applicable thereto. Except as provided in subsection (a) aboveArticle 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4, the Borrower may not prepay all or any portion of the principal amount of any Money Market Euro-Dollar Loan prior to the maturity thereof. (c) Upon receipt end of a notice of prepayment the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of Section 2.13. Any such prepayment and such shall be upon at least three (3) Business Days notice shall not thereafter be revocable by to the BorrowerAdministrative Agent. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the several Banks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 may be prepaid without ratable payment of the relevant other Loans in such Group of Loans which have not been so converted. (c) If, at any time, Borrower or BorrowingEOPT receives Net Offering Proceeds in the form of cash (other than drawings under the Existing Facility), then, simultaneously therewith, Borrower shall repay the outstanding Obligations with such Net Offering Proceeds in an amount equal to the lesser of (x) the aggregate Net Offering Proceeds in the form of cash then received by Borrower and (y) the outstanding Obligations. (d) On If at any time after the date that is one hundred twenty (120) days following the Funding Date the Borrower shall receive proceeds, dividends or distributions relating to the sale or disposition of any reduction the Borrower’s interests in material Property or other assets (including, but not limited to, Joint Venture Interests and equity interests in Subsidiaries) in excess of Commitments pursuant to Section 2.09(b)$50,000,000, then, the Borrower shall repay the Loans as LIBOR tranches expire in an amount equal to the lesser of (x) the aggregate Net Price in the form of cash relating to such principal amount sale or disposition received by the Borrower, and (together y) the outstanding Obligations; provided, however, the Borrower shall not be required to make any such repayment if and to the extent the Borrower uses such proceeds, dividends or distributions to purchase Real Property Assets, provided that (i) the Borrower identifies such Real Property Assets to the Administrative Agent within forty-five (45) days after the date of the receipt of such proceeds, dividends or distributions and (ii) the purchase and sale of one or more of such Real Property Assets closes within one hundred eighty (180) days after the date of the receipt of such proceeds, dividends or distributions. (e) Borrower shall repay the Loans in full upon the earlier of (i) the Maturity Date and (ii) the declaration of an Event of Default under this Agreement. (f) The Borrower may at any time and from time to time cancel all or any part of the Commitments by the delivery to the Administrative Agent of a notice of cancellation within the applicable time periods set forth in Sections 2.11(a) and (b) if there are Loans then outstanding or, if there are no Loans outstanding at such time as to which the Commitments with accrued interest thereonrespect thereto are being canceled, upon at least one (1) Business Day’s notice to the Administrative Agent, whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding, Borrower shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Section 2.11(a) and (b), Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, as may are to be necessary so that after such repayment (i) prepaid. In the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed event Borrower receives Net Offering Proceeds prior to the Funding Date, the Commitments shall be reduced and canceled by the amount of such Bank's Commitment Net Offering Proceeds, whereupon, all or such portion of the Commitments, as then reducedapplicable, and shall terminate as to the Banks, pro rata. (iig) Any amounts so prepaid pursuant to this Section 2.11 may not be reborrowed. In the aggregate unpaid principal amount of event Borrower elects to cancel all outstanding Loans does not exceed the aggregate amount or any portion of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as pursuant to amount), (b) and (c) of this Section 2.11), such amounts may not be borrowed.

Prepayments. (a) Subject The Borrower may prepay the Revolving Advances or the Term Advances, provided however that the Borrower may not prepay any Bankers' Acceptances or B/A Loans; provided, however, that the Borrower may defease any B/A or B/A Loan by depositing with the Administrative Agent an amount that, together with interest accruing thereon to the end of the Contract Period or Interest Period (as applicable) therefor, is sufficient to pay such maturing Bankers' Acceptances or B/A Loans when due. The Borrower may, upon (i) in the case of any Euro-Dollar Loans Eurodollar Rate Advances, at least three Business Days notice or (ii) in the case of Prime Rate Advances or Base Rate Advances, telephonic notice not later than 8:00 a.m. (Calgary local time) on the date of prepayment followed as promptly as practicable by written notice, to Section 2.13the Administrative Agent which specifies the proposed date and aggregate principal amount of the prepayment and the Type of Advances to be prepaid, and if such notice is given the Borrower may, upon at least one Domestic Business Day's notice to the Agentshall, prepay the Group outstanding principal amounts of Domestic Loans (or any Money Market the Advances comprising the same Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any timeor ratably in part, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of such prepayment on the amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount not less than Cdn.$5,000,000 or an integral multiple of Cdn.$1,000,000 in excess thereof in the case of Prime Rate Advances and Cdn. Dollar Eurodollar Rate Advances, and U.S.$5,000,000 or an integral multiple of U.S.$1,000,000 in excess thereof in the case of Base Rate Advances and U.S. Dollar Eurodollar Rate Advances, and (y) in the event of any such prepayment of Eurodollar Rate Advances on any day other than the last day of an Interest Period for such Eurodollar Rate Advances, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to, and to the extent required by, Section 9.04(b); provided, further, however, that the Borrower will use its best efforts to give notice to the Administrative Agent of the proposed prepayment of Base Rate Advances on the Business Day prior to the date of such proposed prepayment. (b) Except as provided If on any date, after giving effect to all Advances and all repayments and prepayments to occur on such date, and based on the Exchange Rate then in subsection (a) aboveeffect, the Borrower may not prepay all or any portion Administrative Agent determines that the aggregate Cdn. Dollar Equivalent of the principal outstanding Advances hereunder shall have exceeded for more than three consecutive Business Days an amount equal to 105% of any Money Market Loan prior to the maturity thereof. (c) Upon receipt total Commitments of a notice of prepayment pursuant to this Sectionthe Lenders under the Agreement, the Administrative Agent shall promptly notify each Bank of the contents thereof and Borrower of such Bank's ratable share (if any) of such prepayment occurrence and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) on the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the next succeeding Business Day prepay Advances in an aggregate amount of the Commitments as then reduced. Any sufficient to eliminate such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)excess.

Prepayments. Except as expressly provided in this Agreement, all prepayments of principal made by the Borrower pursuant to Sections 4.4(c) and (ad) Subject shall be applied (i) first, subject to the last sentence of this Section 4.5(a), to the payment of the unpaid principal amount of the Term Loans (with, except as provided in the next succeeding sentence, the Term Percentage for each Term Facility of such repayment to be applied as a repayment of Term Loans of such Term Facility), second, to the prepayment of the then outstanding balance of Swing Line Loans, third, to the payment, pro rata, of the then outstanding balance of the Revolving Loans (and the Revolving Commitments shall be permanently reduced by the amount of the required prepayment not applied to the Term Loans), and fourth, to the cash collateralization of LC Obligations; (ii) within each of the foregoing Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and (iii) with respect to Eurocurrency Loans, in such order as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). Each prepayment of Term Loans made pursuant to Sections 4.4(c) and (d) shall be allocated first to the Term Loans based on the aggregate principal amount of the Scheduled Term Repayments due within the twelve month period following the date of such prepayment in direct order of maturity, and, thereafter, shall be allocated second to the Non-Extended Term B Dollar Loans and Term C Dollar Loans in proportional amounts equal to the Non-Extended Term B or Term C Percentage for the Non-Extended Term B Dollar Loans or the Term C Dollar Loans, as applicable (in each case, after giving effect to the prepayments made to the Scheduled Term Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each Non-Extended Term B Dollar Loan or Term C Dollar Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments) and thereafter, shall be allocated third to the Extended Term B Dollar Loans, the Series 2 Extended Term B Dollar Loans, the 2013 Additional Term Loans, the 2013-1 Additional Term Loans and the 2013-2 Additional Term Loans in proportional amounts equal to the Extended Term B, Series 2, 2013 Additional Term, 2013-1 Additional Term or 2013-2 Additional Term Percentage for the Extended Term B Dollar Loans, the Series 2 Extended Term B Dollar Loans, the 2013 Additional Term Loans, the 2013-1 Additional Term Loans or the 2013-2 Additional Term Loans, as applicable (in each case, after giving effect to the prepayments made to the Scheduled Term Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each Extended Term B Dollar Loan, Series 2 Extended Term B Dollar Loan, 2013 Additional Term Loan, 2013-1 Additional Term Loan or 2013-2 Additional Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). If any prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans, in the case of any Euro-Dollar Loans to Section 2.13denominated in Dollars, the Borrower may, upon at least or into Loans with one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loansmonth Interest Periods, in each the case of Loans denominated in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple an Alternative Currency. All prepayments shall include payment of $5,000,000, by paying accrued interest on the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) aboveso prepaid, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans payment of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant interest before application to Section 2.09(b), the Borrower principal and shall repay such principal amount (together with accrued interest thereon) of outstanding Loansinclude amounts payable, if any, under Section 3.5. All payments received in Dollars which are required to be applied in Euros and/or Sterling shall be converted to Euros or Sterling, as the case may be, at the Spot Rate on the date of such prepayment. Notwithstanding the foregoing, if at the time that any such prepayment would be necessary required, the Borrower is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Permitted Refinancing Indebtedness in respect thereof) that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition or Recovery Event (such Permitted Pari Passu Secured Refinancing Debt (or Permitted Refinancing Indebtedness in respect thereof) required to be offered to be so that after repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such repayment Net Sale Proceeds on a pro rata basis (i) determined on the basis of the aggregate outstanding principal amount of each Bank's Committed the Term Loans does and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Bank's Commitment as then reducednet proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and (ii) the aggregate unpaid principal amount remaining amount, if any, of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment net proceeds shall be made allocated to the Term Loans in accordance with all applicable provisions the terms hereof) to the prepayment of the Term Loans as set forth in this Agreement (including without limitation subsections (a) (other than as Section 4.5 and to amount)the repurchase or prepayment of Other Applicable Indebtedness, (band the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 4.4(c) and (c) of this Section 2.11)4.5(a) shall be reduced accordingly; provided, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Prepayments. (a) Subject in the case The Borrower shall not have any right to prepay any principal amount of any Euro-Dollar Loans to A Advance except as provided in this Section 2.13, the 2.10. (b) The Borrower may, in respect of Base Rate Advances upon notice to the Agent before 10:00 A.M. (New York City time) on the date of prepayment, and in respect of Eurodollar Rate Advances upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case stating the proposed date (which shall be a Business Day) and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the A Advances comprising part of the same A Borrowing in whole at any timeor ratably in part, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 8.04(b) as a result of any Money Market Loan prior such prepayment; provided, however, that each partial prepayment pursuant to the maturity thereofthis Section 2.10(b) shall be in an aggregate principal amount not less than $5,000,000 and in an aggregate principal amount such that after giving effect thereto no A Borrowing comprised of Base Rate Advances shall have a principal amount outstanding of less than $5,000,000 and no A Borrowing comprised of Eurodollar Rate Advances shall have a principal amount outstanding of less than $20,000,000. (c) Upon receipt The Borrower will give notice to the Agent at or before the time of a notice each prepayment by the Borrower of prepayment Advances pursuant to this Section, Section 2.10 specifying the Agent shall promptly notify each Bank of the contents thereof Advances which are to be prepaid and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reducedprepayment to be applied to such Advances, and (ii) the aggregate unpaid principal amount each payment of all outstanding Loans does not exceed the aggregate amount any Advance pursuant to this Section 2.10 or any other provision of the Commitments as then reduced. Any such prepayment this Agreement shall be made in accordance with a manner such that all applicable provisions Advances comprising part of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)the same Borrowing are paid in whole or ratably in part.

Prepayments. (a) Subject in At any time and from time to time, Borrower shall ----------- have the case of any Euro-Dollar Loans right to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case whole or in whole at any part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to Administrative Agent not later than 11:00 a.m., Charlotte time, or from time three Business Days prior to time each intended prepayment of Eurodollar Loans and one Business Day prior to each intended prepayment of Base Rate Loans, provided that (i) each partial prepayment of Base Rate Loans shall be in part in amounts aggregating an -------- aggregate principal amount of not less than $25,000,000 or any larger 1,000,000 or, if greater, an integral multiple of $5,000,000500,000 in excess thereof, by paying the principal amount to and each partial prepayment of Eurodollar Loans shall be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the an aggregate principal amount of any Money Market Loan prior to the maturity not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof. , (cii) Upon receipt no partial prepayment of a notice of prepayment Eurodollar Loans made pursuant to this Section, the Agent any single Borrowing shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) reduce the aggregate outstanding principal amount of each Bank's Committed the remaining Eurodollar Loans does under such Borrowing to less than $3,000,000 or to any greater amount not exceed an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all Breakage Costs required to be paid as a consequence of such prepayment, a prepayment of a Eurodollar Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of Loans to be prepaid, and shall be irrevocable. Notwithstanding the foregoing provisions of this Section 2.8(a), Borrower may prepay the Swing Line Loans at any time and from time to time after the date hereof, in whole or in part, without premium or penalty and without any requirement as to the minimum amount of such Bank's Commitment as then reducedprepayment, upon written notice delivered to Administrative Agent no later than 11:00 a.m., Charlotte time, on the date of such prepayment. Revolving Loans (but not Term Loans) prepaid pursuant to this Section 2.8(a) may be reborrowed, subject to the terms and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions conditions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)Agreement.

Prepayments. (a) Subject in the case Each Equipment Note of any Euro-Dollar Loans Series shall be prepaid in whole or in part by the Owner on the date on which the Owner is required to make a payment under Section 2.13, 4.06(b) in connection with the Borrower may, upon at least one Domestic Business Day's notice occurrence of an Event of Loss or the deemed occurrence of an Event of Loss with respect to the Agent, prepay the Group of Domestic Loans (any Unit or any Money Market Borrowing bearing interest at the Base Rate Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 8.01(a)4.06(b)(i), or, upon three Euro-Dollar Business Days' notice at a price equal to the Agentsum of (i) as to principal thereof, prepay any an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as at such prepayment date (after deducting therefrom the principal installment, if any, due on such date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units of the relevant Basic Group included in the Indenture Estate under the related Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate amount of Euro-Dollar Loans, interest accrued and unpaid in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple respect of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon pursuant to clause (i) above to but not including the date of prepayment, but without the payment of any Make-Whole Amount or other premium. (b) Except as provided in subsection At any time all (abut not less than all) above, the Borrower may not prepay all or any portion of the Equipment Notes related to any Basic Group may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Indenture Trustee, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof together with all accrued and of such Bank's ratable share (if any) of such prepayment and such notice shall unpaid interest thereon to, but not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On including, the date of redemption, and, in each case, all other amounts owed or then due and payable to the Note Holders under the Operative Agreements, plus Make-Whole Amount, if any. Upon the payment in full of all of the Equipment Notes related to any reduction of Commitments pursuant to Basic Group and all other amounts due and payable under this Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount Equipment of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment Basic Group shall be made in accordance with all applicable provisions released from the Lien of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)Indenture.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as provided in subsections (a) Subject and (b) below. (a) The Borrower may (and shall provide notice thereof to the Administrative Agent not later than 10:00 a.m. (New York City time) on the date of prepayment, and the Administrative Agent shall promptly distribute copies thereof to the Lenders), and if such notice is given, the Borrower shall, prepay the outstanding principal amounts of Loans made as part of the same Borrowing, in whole or ratably in part, together with (i) accrued interest to the date of such prepayment on the principal amount prepaid and (ii) in the case of Eurodollar Rate Loans, any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice amount payable to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate Lenders pursuant to Section 8.01(a5.04(b)); provided, orhowever, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group that each partial prepayment shall be in an aggregate principal amount of Euro-Dollar Loans, in each case in whole at any time, not less than $5,000,000 or from time to time in part in amounts aggregating $25,000,000 or any larger an integral multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment1,000,000 in excess thereof. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any termination or optional or mandatory reduction of the Commitments pursuant to Section 2.09(b)2.03, the Borrower shall repay such pay or prepay so much of the principal amount outstanding as shall be necessary in order that the aggregate principal amount outstanding (after giving effect to all Extensions of Credit to be made on such date and the application of the proceeds thereof) will not exceed the Commitments following such termination or reduction, together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) accrued interest to the aggregate outstanding date of such prepayment on the principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, repaid and (ii) in the aggregate unpaid principal case of prepayments of Eurodollar Rate Loans, any amount of all outstanding Loans does not exceed payable to the aggregate amount of the Commitments as then reducedLenders pursuant to Section 5.04(b). Any such prepayment shall be made in accordance with all applicable provisions of prepayments required by this Agreement (including without limitation subsections (a) (other than as to amount), subsection (b) and (c) of this Section 2.11)shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding Eurodollar Rate Loans.

Prepayments. (ai) Subject Except as expressly provided in this Agreement, all prepayments of principal made by the Borrower pursuant to Sections 4.4(c) and (d) shall be applied (i) first, subject to Section 4.5(a)(ii), to the payment of the unpaid principal amount of the Term Loans (with, except as provided in the next succeeding sentence, the Term Percentage for each Term Facility of such repayment to be applied as a repayment of Term Loans of such Term Facility), second, to the prepayment of the then outstanding balance of Swing Line Loans, third, to the payment, pro rata, of the then outstanding balance of the Revolving Loans (and the Revolving Commitments shall be permanently reduced by the amount of the required prepayment not applied to the Term Loans), and fourth, to the cash collateralization of LC Obligations; (ii) within each of the foregoing Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and (iii) with respect to Eurocurrency Loans, in such order as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). Each prepayment of Term Loans made pursuant to Sections 4.4(c) and (d) shall be allocated first to the Term Loans based on the aggregate principal amount of the Scheduled Term Repayments due within the twelve month period following the date of such prepayment in direct order of maturity, and, thereafter, shall be allocated second to the Non-Extended Term B Dollar Loans and Term C Dollar Loans in proportional amounts equal to 126 the Non-Extended Term B or Term C Percentage for the Non-Extended Term B Dollar Loans or the Term C Dollar Loans, as applicable (in each case, after giving effect to the prepayments made to the Scheduled Term Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each Non-Extended Term B Dollar Loan or Term C Dollar Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments) and thereafter, shall be allocated third, without duplication, to the Extended Term B Dollar Loans, the Series 2 Extended Term B Dollar Loans, the 2013 Additional Term Loans, the 2013-1 Additional Term Loans, the 2015 Extended Term B Dollar Loans, the 2015 Non-Extended Term B Dollar Loans and the 2014-1 Additional Term Loans in proportional amounts equal to the Extended Term B, Series 2, 2013 Additional Term, 2013-1 Additional Term, 2015 Extended Term B, 2015 Non-Extended Term B or 2014-1 Additional Term Percentage for the Extended Term B Dollar Loans, the Series 2 Extended Term B Dollar Loans, the 2013 Additional Term Loans, the 2013-1 Additional Term Loans, the 2015 Extended Term B Dollar Loans, the 2015 Non-Extended Term B Dollar Loans or the 2014-1 Additional Term Loans, as applicable (in each case, after giving effect to the prepayments made to the Scheduled Term Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each Extended Term B Dollar Loan, Series 2 Extended Term B Dollar Loan, 2013 Additional Term Loan, 2013-1 Additional Term Loan, 2015 Extended Term B Dollar Loan, 2015 Non-Extended Term B Dollar Loan or 2014-1 Additional Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). If any prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans, in the case of any Euro-Dollar Loans to Section 2.13denominated in Dollars, the Borrower may, upon at least or into Loans with one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loansmonth Interest Periods, in each the case of Loans denominated in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple an Alternative Currency. All prepayments shall include payment of $5,000,000, by paying accrued interest on the principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, under Section 3.5. All payments received in Dollars which are required to be prepaid together with accrued interest thereon applied in Euros and/or Sterling shall be converted to Euros or Sterling, as the case may be, at the Spot Rate on the date of such prepayment. (bii) Except as provided in subsection (a) aboveNotwithstanding the foregoing, if at the time that any such prepayment would be required, the Borrower may not prepay all is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any portion Permitted Refinancing Indebtedness in respect thereof) that is secured on a pari passu basis with the Obligations pursuant to the terms of the principal amount of any Money Market Loan prior to documentation governing such Indebtedness with the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and net proceeds of such Bank's ratable share Asset Disposition or Recovery Event (if anysuch Permitted Pari Passu Secured Refinancing Debt (or Permitted Refinancing Indebtedness in respect thereof) of such prepayment and such notice shall not thereafter required to be revocable by the Borrower. Each such prepayment shall offered to be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(bso repurchased, 127 “Other Applicable Indebtedness”), then the Borrower shall repay may apply such principal amount Net Sale Proceeds on a pro rata basis (together with accrued interest thereon) determined on the basis of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed the Term Loans does and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Bank's Commitment as then reducednet proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and (iithe remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the aggregate unpaid principal prepayment of the Term Loans as set forth in this Section 4.5 and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of all outstanding Loans does not exceed the aggregate amount prepayment of the Commitments as then reduced. Any Term Loans that would have otherwise been required pursuant to Section 4.4(c) and this Section 4.5(a) shall be reduced accordingly; provided, that to the extent the holders of Other Applicable Indebtedness decline to have such prepayment indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) Notwithstanding the provisions of Section 4.4 or this Section 4.5(a), prior to the Eleventh Amendment Release Date or the 2014-1 Additional Term Loans Termination Date, no mandatory prepayments shall be required in respect of the 2014-1 Additional Term Loans pursuant to Section 4.4(c) or (d) and any mandatory prepayments pursuant to such sections shall be made in accordance with all applicable provisions as if the 2014-1 Additional Term Loans were not outstanding on the date of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)such prepayment.

Prepayments. (a) Subject in the case No Borrower shall have any right to prepay any principal amount of any Euro-Dollar Loans to A Advance except as provided in this Section 2.13, the 2.10. (b) Any Borrower may, in respect of Base Rate Advances upon notice to the Agent before 10:00 A.M. (New York City time) on the date of prepayment, and in respect of Eurodollar Rate Advances upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case stating the proposed date (which shall be a Business Day) and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amounts of the A Advances comprising part of the same A Borrowing in whole at any timeor ratably in part, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 8.04(b) as a result of such prepayment; provided, however, that each partial prepayment pursuant to this Section 2.10(b) shall be in an aggregate principal amount not less than $5,000,000 and in an aggregate principal amount such that after giving effect thereto no A Borrowing comprised of Base Rate Advances shall have a principal amount outstanding of less than $5,000,000 and no A Borrowing comprised of Eurodollar Rate Advances shall have a principal amount outstanding of less than (i) if such A Borrowing was made by WPL, $5,000,000, and (ii) if such A Borrowing was made by any Money Market Loan prior to the maturity thereofother Borrower, $20,000,000. (c) Upon receipt Each Borrower will give notice to the Agent at or before the time of a notice each prepayment by such Borrower of prepayment Advances pursuant to this Section, Section 2.10 specifying the Agent shall promptly notify each Bank of the contents thereof Advances which are to be prepaid and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reducedprepayment to be applied to such Advances, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).and

Prepayments. (a) Subject in If at any time (i) the case aggregate principal amount of any Euro-Dollar Revolving Obligations outstanding shall exceed the Total Revolving Committed Amount, (ii) the aggregate principal amount of Loan Obligations outstanding shall exceed the Borrowing Base, (iii) the aggregate principal amount of LOC Obligations outstanding shall exceed the LOC Committed Amount or (iv) the aggregate principal amount of all Swingline Loans to Section 2.13outstanding shall exceed the Swingline Committed Amount, the Borrower may, upon at least one Domestic Business Day's notice will immediately prepay Revolving Obligations to the Agent, prepay the Group of Domestic Loans (or extent necessary to eliminate any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice such excess; provided that any such -------- prepayment shall be subject to the Agentterms of Section 2.10. (b) Subject to the terms of Section 2.10 hereof, prepay any Group of Euro-Dollar Loans, in each case in whole the Borrower shall have the right at its option at any time, or time and from time to time to prepay the Loans hereunder; provided (i) any such prepayment of a Base Rate Loan, in part whole -------- or in amounts aggregating part, shall be (A) received not later than 11:00 a.m. (Charlotte, North Carolina time) on the Business Day that is the date of such prepayment, (B) in the principal amount of $25,000,000 500,000 or any larger such greater amount which is an integral multiple of $5,000,000250,000 if prepaid in part, and (C) accompanied by paying a Notice of Prepayment substantially in the form of Exhibit B-4, and (ii) any such ----------- prepayment of a Eurodollar Loan, in whole or in part, shall be (A) received not later than 11:00 a.m. (Charlotte, North Carolina time) on the Business Day that is the date of such prepayment, (B) in the principal amount of $1,000,000 or such greater amount which is an integral multiple of $100,000 if prepaid in part, and (C) accompanied by a Notice of Prepayment substantially in the form of Exhibit B-4. Each notice of prepayment shall specify the prepayment date, each ----------- Loan to be prepaid together and the principal amount thereof, shall be irrevocable and shall commit the Borrower to prepay each such Loan in the amount and on the date stated therein. (c) Any prepayments pursuant to this Section 2.7 not otherwise specifically provided for in this Section 2.7, shall be applied as provided in Section 2.4(f) hereof. (d) All prepayments of Loans under this Section 2.7 shall, as regards Interest Rate Type, be 44 applied first to Base Rate Loans, and subject to Section 2.7(f) hereof, then to Eurodollar Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e. those Eurodollar Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (e) All prepayments under this Section 2.7 shall be accompanied by accrued but unpaid interest thereon on the principal amount being prepaid to (but not including) the date of prepayment. (bf) Except as provided in subsection If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.7, but for the operation of this Section 2.7(f) (a) aboveeach a "Prepayment Date"), the Borrower may not prepay all or any portion amount of such required prepayment --------------- exceeds the then outstanding aggregate principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank Base Rate Loans which are of the contents thereof and of such Bank's ratable share type required to be prepaid (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the i.e., Revolving Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(bTerm Loans), the Borrower shall repay and no Default or Event of Default exists or is continuing, then on such principal amount (together with accrued interest thereon) of outstanding LoansPrepayment Date, if any, as may be necessary so that after such repayment (i) the aggregate Borrower shall deposit Dollars into the Cash Collateral Account in an amount equal to such excess, and only the outstanding principal amount Base Rate Loans which are of each Bank's Committed Loans does not exceed the amount of type required to be prepaid shall be required to be prepaid on such Bank's Commitment as then reduced, Prepayment Date and (ii) on the aggregate unpaid principal amount last day of all outstanding Loans does not exceed the aggregate amount each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is of the Commitments type required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Cash Collateral Account (and liquidate investments held in the Cash Collateral Account, as necessary) to prepay such Eurodollar Loans for which the Interest Period is then reduced. Any such prepayment shall be made ending to the extent funds are available in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)the Cash Collateral Account.

Prepayments. (a) Subject The Borrower may, subject, in the case of any Euro-Dollar CP Rate Loans to Section 2.13and Eurodollar Loans, the Borrower may, upon at least one Domestic Business Day's notice to the Agentfunding indemnification provisions of Section 4.3 but otherwise without premium or penalty, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time prepay all outstanding Loans, or, in part in amounts aggregating a minimum aggregate amount of $25,000,000 2,000,000 (or any a larger integral multiple of $5,000,0001,000,000), any portion of the outstanding Loans, upon two (2) Business Days' prior written notice to the Co-Agents (each, a "Prepayment Notice"), provided that each such prepayment of principal is accompanied by paying the principal amount to be prepaid together with a payment of all accrued and unpaid interest thereon to and is made ratably amongst the date of prepayment.Lenders; (b) Except as provided in subsection (a) aboveIf, the Borrower may not prepay all or on any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this SectionBusiness Day, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank(i) Blue Ridge's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the Liquidity Fundings made by Blue Ridge's Liquidity Banks exceeds the Blue Ridge Allocation Limit, the Borrower shall prepay such Loans, without premium or penalty, but subject to the funding indemnification provisions of Section 4.3, by initiating a wire transfer to the Blue Ridge Co-Agent not later than 10:00 a.m. (New York City time) on the second Business Day thereafter in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid; (c) If on any Business Day, the aggregate unpaid outstanding principal amount of all outstanding (i) Falcon's Loans does not exceed and (ii) the aggregate amount of Liquidity Fundings made by Falcon's Liquidity Banks exceeds the Commitments as then reduced. Any Falcon Allocation Limit, the Borrower shall prepay such prepayment shall be made in accordance with all applicable Loans, without premium or penalty, but subject to the funding indemnification provisions of this Agreement Section 4.3, by initiating a wire transfer to the Falcon Co-Agent not later than 10:00 a.m. (including without limitation subsections New York City time) on the second Business Day thereafter in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid; and (ad) (other than as Upon receipt of any wire transfer pursuant to amountSection 1.5(a), (b) and or (c), the applicable Co-Agent shall initiate a wire transfer to each of its Constituent Lenders for their respective shares thereof not later than 12:00 noon (New York City time) of this Section 2.11)on the date when received.

Prepayments. (a) Subject Subject, in the case of any Euro-Dollar CP Rate Loans to Section 2.13and Eurodollar Loans, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group funding indemnification provisions of Domestic Loans Section 4.3: (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or a) The Borrower may from time to time prepay, without penalty or premium, all outstanding Loans, or, in part in amounts aggregating a minimum aggregate amount of $25,000,000 2,000,000 (or any a larger integral multiple of $5,000,0001,000,000), any portion of the outstanding Loans upon two Business Days' prior written notice to the Agent (each, a "PREPAYMENT NOTICE"), PROVIDED that each such prepayment of principal is accompanied by paying the principal amount to be prepaid together with a payment of all accrued and unpaid interest thereon and is made ratably amongst the Lenders; it being understood that the Borrower, in its discretion, may designate the outstanding Loans to which the date Agent will apply each such prepayment or portion thereof, subject to, in the case of prepayment.CP Rate Loans or Eurodollar Loans, the funding indemnification provisions of Section 4.3 hereof; (b) Except as provided in subsection (a) aboveIf on any Business Day, the aggregate outstanding principal amount of Blue Ridge's Loans and the Liquidity Fundings made by the Liquidity Banks exceeds the Allocation Limit, the Borrower may not shall prepay all or any portion such Loans, subject, in the case of the principal amount of any Money Market Loan prior CP Rate Loans and Eurodollar Loans, to the maturity thereof.funding indemnification provision of Section 4.3 but otherwise without premium or penalty, by initiating a wire transfer to the Agent not later than 11:00 a.m. (New York City time) on the second Business Day thereafter in an amount sufficient to eliminate such excess, together with interest accrued and to accrue unpaid on the amount prepaid; and (c) Upon receipt of a notice of prepayment any wire transfer pursuant to this SectionSection 1.5(b), the Agent shall promptly notify each Bank initiate a wire transfer to the Lenders of the contents their respective shares thereof and of such Bank's ratable share not later than 11:00 a.m. (if anyNew York City time) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On on the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)when received.

Prepayments. (a) Subject in The Authority shall not accept, nor permit the case of any Euro-Dollar Loans Trustee to Section 2.13accept a Prepayment from the Borrower, the Borrower may, upon at least one Domestic Business Day's notice unless a Coverage Requirement Certificate is provided to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar LoansTrustee which, in each case in whole at any time, or from time addition to time in part in amounts aggregating $25,000,000 or any larger multiple containing the requirements of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion Section 6.16 of the principal amount of any Money Market Loan prior to Agreement also shows that the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) proceeds of such prepayment and such notice shall not thereafter be revocable received by the Borrower. Each such prepayment Authority shall be applied to prepay ratably in an amount not less than the Loans aggregate of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount to be prepaid; (ii) any interest and Fees and Charges on the Loan accrued through the date of receipt of the proceeds of the Prepayment remaining unpaid; (iii) to the extent not otherwise paid by the Borrower, the interest that would accrue on the Bonds of such maturity or maturities as are to be designated by the Authority pursuant to subparagraph (a) or (b) of Section 7.9 to be purchased or redeemed with the proceeds of such sale or Prepayment from the date of receipt thereof by the Authority until the applicable optional redemption date of the Bonds so to be purchased or redeemed; (iv) the redemption premium payable on the next applicable optional redemption date on the Bonds so to be purchased or redeemed, if any; and (v) the costs and expenses of the Authority in effecting the purchase or redemption of such Bonds, less the sum of (A) the amount of each Bank's Committed Loans does not exceed applicable moneys available for withdrawal from the Debt Service Reserve Fund and the Debt Service Fund with respect to the application to the purchase or redemption of the Bonds, as determined by the Authority, and (B) the amount of any other legally available funds of the Authority transferred or directed by the Authority to be transferred to the Redemption Fund in connection with such purchase or redemption. If a prepayment is thus accepted, the Trustee shall notify S&P, if S&P is then rating the Bonds, of the date and the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)Prepayment.

Prepayments. (a) Subject in The Borrower shall have no right to prepay the case principal amount of any Euro-Dollar Loans to Loan other than as provided in this Section 2.13, the 2.7. (b) The Borrower may, upon at least one Domestic two (2) Business Day's Days' prior notice to the Administrative Agent, stating the proposed date and aggregate principal amount of the prepayment, prepay the Group outstanding principal amount of Domestic the Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any timeor ratably in part, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) abovesuch prepayment on the principal amount prepaid; provided, however, that any prepayment of any Eurodollar Rate Loan made other than on the last day of an Interest Period for such Loan shall be subject to payment by the Borrower may to the Administrative Agent of any costs, fees or expenses incurred by any Lender in connection with such prepayment including without limitation any costs to unwind any Eurodollar Rate contracts; and, provided, further, that each partial prepayment shall be in an 50 aggregate principal amount not prepay all less than $3,000,000 or any portion integral multiples of $100,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of any Money Market Loan prior the Loans specified to be prepaid shall become due and payable on the maturity thereofdate specified for such prepayment. (c) Upon receipt If at any time the aggregate principal amount of a notice Loans outstanding plus the Letter of prepayment pursuant to this Section, Credit Outstandings at such time exceeds the Agent shall promptly notify each Bank lower of the contents thereof and of Borrowing Base or the Commitments at such Bank's ratable share time (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(ba "Borrowing Base Imbalance"), the Borrower shall repay prepay the Loans then outstanding in an amount equal to such principal amount (excess, together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment follows: (i) in the aggregate outstanding principal amount event that the Borrowing Base Imbalance is due to (A) any sale, conveyance, transfer, assignment or other disposition of each Bank's Committed Loans does not exceed an Eligible Hotel, (B) a financing secured by an Eligible Hotel or (C) a Drawing, the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made within one (1) Business Day of such event occurring; (ii) in accordance with all the event that the Borrowing Base Imbalance is due to any (A) condemnation or taking by eminent domain of an Eligible Hotel, or (B) loss, damage or destruction by casualty to any Eligible Hotel, the prepayment shall be made within one (1) Business Day after receipt by the Borrower or its Subsidiary or Eligible Joint Venture of the condemnation award or insurance proceeds relating to such event; (iii) in the event that the Borrowing Base Imbalance is due to (A) a decrease in the value of any Eligible Hotels, or (B) any of the Eligible Hotels ceasing, for whatever reason, to meet the requirements for Eligible Hotels set forth herein, the prepayment shall be made within 180 days of such event; or (iv) in the event that the Borrowing Base Imbalance is due to a determination by the Administrative Agent, after review of the applicable provisions of this Agreement (including without limitation subsections (a) (other than as Eligible Hotel Documents, that a Hotel, represented by Borrower to amountbe an Eligible Hotel pursuant to Section 6.23(b)(z), (b) and (c) fails to meet the requirements for Eligible Hotels set forth herein, the prepayment shall be made within 5 Business Days of this Section 2.11)the Administrative Agent notifying Borrower of such Hotel's failure to meet the Eligible Hotel requirements.

Prepayments. (a) Subject in The Company will not, and will not permit any Restricted Subsidiary to, either directly or indirectly, voluntarily redeem, retire or otherwise pay or defease prior to their scheduled maturity, or accelerate the case of any Euro-Dollar Loans to Section 2.13maturity of, the Borrower may, upon 1998 Subordinated Notes or the New Subordinated Notes. SECTION 2.40. SECTION 8.1.4 of the Credit Agreement is hereby amended by deleting therefrom the words "at least one Domestic Business Day's notice the direction of" and substituting the word "or" therefor. SECTION 2.41. SECTION 8.3 of the Credit Agreement is hereby amended by adding at the end thereof the following sentences: Anything in this SECTION 8.3 to the Agentcontrary notwithstanding, prepay if the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or Administrative Agent shall declare any portion of the Revolving Loans, Term-A Loans or Term-B Loans outstanding to be due and payable, or require any Borrower to Cash Collateralize any Letter of Credit Outstandings, in any such case pursuant to this SECTION 8.3, it shall, unless consented to in writing by Term-C Lenders holding at least 51% of the aggregate principal amount of Term-C Loans then outstanding, declare an equal portion of the Term-C Loans outstanding to be due and payable. Upon and after the acceleration of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment Term-C Obligations pursuant to this SectionSECTION 8.3, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) each Term-C Lender shall have the aggregate outstanding principal amount right to seek payment directly from the Company or any other Obligor with respect to such Term-C Obligations that have become due and payable and to pursue any available remedies to enforce payment of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reducedits Term-C Obligations, and (ii) neither the aggregate unpaid principal amount Administrative Agent nor any Lender other than the Term-C Lenders shall be required to pay to or share with any Term-C Lender any portion of all outstanding Loans does not exceed any payment or other recovery the aggregate amount Administrative Agent or such other Lender receives pursuant to this Agreement or any other Loan Document or otherwise applies to any of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (Obligations other than the Term-C Obligations. SECTION 2.42. SECTION 9.9 of the Credit Agreement is hereby amended in its entirety to read as to amount), (b) and (c) of this Section 2.11).follows:

Prepayments. (a) Subject The Borrower may not voluntarily prepay, repay or refinance the Loans during the period commencing on the Effective Date and ending on the date immediately prior to the eighteenth (18th) month anniversary of the Effective Date (such period, the “No Call Period”); provided, however, that (i) the Borrower may, on a one-time basis and solely from the net cash proceeds of substantially concurrent equity issuances of the Borrower, prepay up to twenty percent (20%) of the outstanding principal of the Loans during the No Call Period, subject to the conditions to optional prepayments set forth in the case following sentences of this Section 2.04(a) and subject to payment of the Early Termination Fee set forth in Section 2.08(b) related to such Permitted No-Call Prepayment; (ii) if, during the No Call Period, the Lenders with outstanding Loans have been offered, and have declined, the bona fide opportunity to participate in the financing of a Permitted Acquisition by the Borrower or any of its Subsidiaries on mutually satisfactory terms and with not less than the percentage of compensatory economics that the Borrower or any such Subsidiary offers to the other lenders in such financing that have been accepted by such other lenders, the Borrower may prepay, in whole or in part, the outstanding principal of the Loans (the prepayments permitted under this clause (ii) together with the prepayment permitted under the preceding clause (i), collectively, the “Permitted No-Call Prepayments” and each a “Permitted No-Call Prepayment”), subject to the conditions to optional prepayments set forth in the following sentences of this Section 2.04(a) and subject to payment of the Early Termination Fee set forth in Section 2.08(b) related to such Permitted No-Call Prepayment; and (iii) any prepayment or repayment of the Loans during such No Call Period other than as permitted under clauses (i) and (ii) above (including, for the avoidance of doubt, as a result of an acceleration of the Loans pursuant to Section 8.02 or otherwise) shall be subject to payment of any Euro-Dollar Loans to and all the fees payable set forth in Section 2.132.08(a). On or after the eighteenth (18th) month anniversary of the Effective Date, the Borrower may, upon at least one Domestic Business Day's irrevocable written notice from the Borrower to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, time or from time to time voluntarily prepay, repay or refinance the Loans in whole or in part without premium or penalty except the Early Termination Fee set forth in amounts aggregating Section 2.08(b). In respect of any optional prepayment, repayment or refinancing specified in this Section 2.04(a), (i) the Borrower shall give irrevocable written notice to the Agent and such notice must be received by the Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,0001,000,000 in excess thereof; or, by paying if less, the entire principal amount to be prepaid together with accrued interest thereon thereof then outstanding or such lesser amount as is acceptable to the applicable Lenders; and (iii) each such notice shall specify the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal and amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and the Type(s) of Loan to be prepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Loan. Notwithstanding the foregoing, any notice delivered pursuant to this Section 2.04(c) may state that it is conditioned upon the occurrence or non-occurrence of any event specified there, in which case such notice may be revoked by the Borrower (by notice to the Agent on or prior to the specified prepayment, repayment or refinancing date) if such condition is not satisfied. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (together with the payment of the Early Termination Fee and other fees payable pursuant to Section 2.08 as applicable), except that, to the extent delivered in connection with a full or partial refinancing of the Obligations, such notice shall not thereafter be revocable irrevocable until such refinancing is closed and funded. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the Borroweramount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.12 and Section 2.04(f), each such prepayment shall be applied to prepay ratably the portion of the Loans held by, as applicable, the Lenders in accordance with their respective Applicable Percentages. (b) In connection with any Disposition of any Intellectual Property or related assets of the several Banks included Borrower or its Subsidiaries, the Borrower shall prepay the Loans in an amount equal to the then applicable LTV Percentage (as defined in the relevant Group BoA Credit Agreement as in effect on the Effective Date) of the greater of (i) the orderly liquidation value of such assets as determined by the most recent appraisal of such Intellectual Property or Borrowingrelated assets undertaken by the Agent or received from the BoA Agent with respect thereto and (ii) the Net Proceeds received from such Disposition; provided that if an Event of Default has occurred and is continuing, the Borrower shall prepay the Loans in an amount equal to 100% of the greater of (i) the orderly liquidation value of such assets as determined by the most recent appraisal of such Intellectual Property or related assets undertaken by the Agent or received from the BoA Agent with respect thereto and (ii) the Net Proceeds received from such Disposition. (c) In connection with any Disposition of any assets of the Borrower or its Subsidiaries (other than Permitted Dispositions of the type referred to in clauses (d), (e) and (f) of the definition thereof), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Proceeds from the Disposition of such Collateral; provided that the Borrower shall have the right to reinvest such Net Proceeds, if such Net Proceeds are reinvested (or committed to be reinvested) within 180 days and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days thereafter. (d) On Not later than ninety (90) days after the date end of any reduction each Fiscal Year of Commitments pursuant to Section 2.09(b)the Borrower and its Subsidiaries, commencing with the Fiscal Year ending December 31, 2015, the Borrower shall repay such principal prepay the Loan in an amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment equal to (i) fifty percent (50%) of Consolidated Excess Cash Flow for such Fiscal Year of the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reducedBorrower and its Subsidiaries, and or (ii) if the aggregate unpaid principal amount Consolidated Total Leverage Ratio as of all outstanding Loans does the last day of such Fiscal Year is less than 3.00:1.00, zero percent (0%) of Consolidated Excess Cash Flow for such Fiscal Year of the Borrower and its Subsidiaries; provided however, with respect to each of the Fiscal Year ending December 31, 2015 and the Fiscal Year ending December 31, 2016, the Borrower shall not exceed be obligated to prepay the Loan if and to the extent the prepayment will result in the Liquidity of the Loan Parties of less than $20,000,000. The term “Liquidity” used herein shall mean the aggregate amount of the Commitments unused portion of the revolving facility under the BoA Facility and the cash and the Permitted Investments of the types as then reduced. Any such in clauses (a) – (e) in the definition of “Permitted Investments” on the balance sheet of the Loan Parties and their respective Subsidiaries on a consolidated basis. (e) Subject to the BoA Intercreditor Agreement, the Borrower shall prepay the Loans to the extent required pursuant to the provisions of Section 6.12 hereof. (f) Notwithstanding anything to the contrary contained herein, no prepayment shall be required to be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as by the Borrower pursuant to amount), Sections 2.04 (b) and Section 2.04(c) above to the extent any such prepayment is required to be made pursuant to Section 2.04 of the BoA Credit Agreement (cas in effect as of the date hereof); provided, that the Borrower shall prepay the Loans in the amount of any such prepayment waived or declined under the BoA Credit Agreement; provided further that no prepayment shall be required to be made by the Borrower pursuant to Section 2.04(d) to the extent any such prepayment is prohibited pursuant to Article VII of this Section 2.11the BoA Credit Agreement (as in effect as of the date hereof).

Prepayments. (a) Subject in The Borrower shall have the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole right at any time, or time and from time to time to prepay any Borrowing in part whole or in amounts aggregating $25,000,000 or any larger multiple of $5,000,000part, by paying the principal amount to be prepaid together with accrued interest thereon subject to the date requirements of prepaymentthis Section 2.10 and Sections 2.15 and 2.18. (b) Except as provided in subsection Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (a) aboveother than Permitted Indebtedness other than Credit Agreement Refinancing Indebtedness), the Borrower may not shall prepay all or any portion of the an aggregate principal amount of any Money Market Loan prior Loans equal to 100% of all Net Proceeds received from such incurrence of Indebtedness immediately upon receipt thereof by the maturity thereofBorrower or such Restricted Subsidiary. (c) Upon In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Asset Sales permitted pursuant to Section 6.07(a) (other than an Air Medical Segment Sale), and (ii) unless a Default or an Event of Default has occurred and is continuing, such Net Proceeds, in the aggregate for all such Asset Sales, are in excess of $5,000,000, the Borrower shall, within five Business Days after receipt of such Net Proceeds, prepay the Loans in an amount equal to such Net Proceeds; provided (i) if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a notice certificate of a Financial Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be reinvested within 180 days after receipt of such Net Proceeds to invest all or any part of such Net Proceeds in the purchase of (x) assets (other than securities) to be used by the Borrower or any Restricted Subsidiary in a Permitted Business, (y) Equity Interests of a Person that upon such purchase will become a Restricted Subsidiary that directly or indirectly, through one or more Subsidiaries that are, or will become, Restricted Subsidiaries, owns assets to be used in a Permitted Business or (z) make a capital expenditure in respect of the Borrower’s or any of its Restricted Subsidiaries’ Permitted Business, and (ii) no Default or Event of Default shall have occurred and be continuing, then no prepayment shall be required pursuant to this Section, the Agent shall promptly notify each Bank paragraph in respect of the contents thereof and Net Proceeds from such event (or the portion of such Bank's ratable share (Net Proceeds specified in such certificate, if anyapplicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such prepayment and such notice shall not 180-day period (or within a period of 180 days thereafter be revocable if by the Borrower. Each end of such initial 180-day period the Borrower or one or more other Restricted Subsidiaries shall have entered into a definitive agreement for the application of such Net Proceeds), at which time a prepayment shall be applied required in an amount equal to prepay ratably the Loans of Net Proceeds that have not been so applied; provided further, that the several Banks included Borrower shall not be permitted to reinvest more than $50,000,000 in any fiscal year pursuant to the relevant Group or Borrowingforegoing proviso. (d) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of an Air Medical Segment Sale, the Borrower shall, within five Business Days after receipt of such Net Proceeds, prepay the Loans in an amount equal to such Net Proceeds. (e) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending on or about December 31, 2020, the Borrower shall prepay the Loans in an aggregate amount equal to the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended. Each prepayment pursuant to this paragraph shall be made (such date, the “Excess Cash Flow Payment Date”) on or before the fifth Business Day following the date on which financial statements are delivered pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event no later than the fifth Business Day following the last day on which such financial statements may be delivered in compliance with such Section). (f) Notwithstanding the foregoing, mandatory prepayments made pursuant to Section 2.10 (c) and (d) may be applied on a pro rata basis to the Loans and any Permitted ▇▇▇▇ ▇▇▇▇ Debt of the Borrower or any Guarantor the provisions of which require the Borrower or such Guarantor to redeem such Indebtedness with the proceeds from any such Asset Sale (or offer to do so). Prior to any optional or mandatory prepayment of Borrowings under this Section, the Borrower shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to this Section 2.10(f). (g) The Borrower shall notify the Administrative Agent in writing of any optional prepayment and any mandatory prepayment hereunder not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of the Loans pursuant to clause (a) of this Section may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in a minimum amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and to reduce the subsequent scheduled repayments of such Borrowing (i) as directed by the Borrower and (ii) if the Borrower fails to direct the application of payments, in direct order of maturity to the scheduled repayments of such Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12. (h) Each repayment or prepayment of the Loans, other than amortization pursuant to Section 2.09 and mandatory prepayments pursuant Section 2.10(c), (d) and (e) but including as a result of voluntary prepayments, payments made following acceleration of the Loans (other than as a result of an occurrence of an Event of Default under Section 7.01(m)) or after an Event of Default (other than an Event of Default occurring under Section 7.01(m)), and each assignment pursuant to Section 2.18, shall be accompanied by the Applicable Premium with respect to the principal amount of the Loans being prepaid. For purposes hereof, the “Applicable Premium” shall be a cash amount equal to (i) the percentages of principal amount of the Loans being prepaid set forth below or (ii) the Make-Whole Amount, as applicable: On or before the first anniversary of the Closing Date the Make-Whole Amount After the first anniversary but on or before the second anniversary of the Closing Date. 2.0% After the second anniversary but one or before the third anniversary of the Closing Date 1.0% After the third anniversary of the Closing Date ......................... 0% Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Applicable Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable as though the Loans were voluntarily prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (a) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (b) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (c) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (d) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the premium to the Lenders as herein described is a material inducement to Lenders to make the Loans. (i) Each Lender may elect, by notice to the Administrative Agent prior to 12:00 pm on the Business Day prior to the date of any reduction prepayment of Commitments Loans required to be made by the Borrower pursuant to Section 2.09(b2.10(c) or Section 2.10(e), to decline all, but not less than all, of its ratable portion of such prepayment (such declined amounts, the Borrower shall repay “Declined Proceeds”), in which case such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as Declined Proceeds may be necessary so that after retained by the Borrower. If a Lender fails to deliver a notice of election declining receipt of its portion of such repayment (i) mandatory prepayment to the aggregate outstanding principal amount Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of each Bank's Committed Loans does not exceed the such Lender’s amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount mandatory prepayment of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)Loans.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.134.7(c) hereof, the at any time, Borrower may, at its option and upon at least one Domestic Business Day's not less than thirty (30) days irrevocable prior notice to the Administrative Agent, prepay the Group outstanding principal balance, in whole or in part, on any Business Day, provided, however, any prepayment received by Lender under this Section 4.7(a) shall be accompanied the amounts due under Section 4.7(c). (b) In connection with any prepayment (i.e., any receipt by Administrative Agent, on behalf of Domestic Loans Citi and the other Lenders, of principal prior to the Stated Maturity Date) permitted under the Note, whether voluntary or involuntary, a prepayment premium shall be payable to the extent provided below. (or any Money Market Borrowing bearing interest at c) No prepayment shall be permitted unless Borrower pays (i) the Base Rate amount of principal being prepaid, (ii) all accrued interest, (iii) if applicable, the prepayment premium calculated pursuant to Section 8.01(a)4.7(i), orand (iv) all other sums due Administrative Agent or Lenders at the time of such prepayment. (d) In connection with any such prepayment permitted pursuant to Section 4.7(a), upon three Euro-Dollar Business Days' notice to Borrower shall wire transfer the Agentamount required hereunder in immediately available funds by 2:00 p.m., prepay any Group of Euro-Dollar Loans, in each case in whole at any New York City time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to on the date of prepayment. (be) Except as provided Upon Administrative Agent’s exercise of any right of acceleration under the Note, Borrower shall pay to Administrative Agent, in subsection (a) above, addition to the Borrower may not prepay all or any portion entire unpaid principal balance of the principal amount of any Money Market Loan prior to Note outstanding at the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank time of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b)acceleration, the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) all accrued interest and all other sums due Administrative Agent and Lenders under the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed Note, this Loan Agreement and the amount of such Bank's Commitment as then reducedother Loan Documents, and (ii) the aggregate prepayment premium (if applicable) on the outstanding balance of the Note, calculated pursuant to Section 4.7(i). (f) Any application by Administrative Agent of any collateral or other security to the repayment of any portion of the unpaid principal amount of all outstanding Loans does not exceed the aggregate amount balance of the Commitments as then reduced. Any such prepayment Note in the absence of acceleration shall be made deemed to be a partial prepayment by Borrower, requiring the payment to Administrative Agent by Borrower of a prepayment premium, calculated pursuant to Section 4.7(i). (g) Borrower shall prepay the outstanding principal balance of the Note at the direction of Administrative Agent, in whole or in part, at a price equal to the outstanding principal balance of the Note, plus accrued interest plus any other amounts payable under the Note, within 180 days of Written Notice from the Administrative Agent of the occurrence of any event or condition described below: (i) in whole or in part, if the Hyatt Project or the Marriott Project shall have been damaged or destroyed to the extent that it is not practicable or feasible to rebuild, repair or restore the damaged or destroyed property within the period and under the conditions described in this Loan Agreement following such event of damage or destruction; or (ii) in whole or in part, if title to, or the use of, all or a portion of the Project shall have been taken under the exercise of the power of eminent domain by any Governmental Authority which results in a prepayment of the Note under the conditions described in this Loan Agreement; or (iii) in whole or in part, to the extent that insurance proceeds or proceeds of any condemnation award with respect to the Project are not applied to restoration of the Project in accordance with all applicable the provisions of this Agreement Loan Agreement. (including without limitation subsections (ah) (other than as to amountIn connection with any such prepayment required under Section 4.7(g), Borrower shall wire transfer immediately available funds by no later than 2:00 p.m., New York City time, on the date fixed by Administrative Agent, which date shall be communicated by Administrative Agent in writing to Borrower. To the extent that Borrower receives any insurance proceeds or condemnation awards that are to be applied to the prepayment of the Note, such amounts shall be applied to the prepayment of the Note. No prepayment premium shall be payable with respect to any prepayment required by Section 4.7(g). (bi) If any prepayment of principal is made at any time after the Closing Date and before the date that is twelve (c12) months after the Closing Date (the “Yield Maintenance Period End Date”) the prepayment premium shall be one percent (1%) of this the amount of principal being prepaid. Notwithstanding the provisions of Section 2.114.7(a) or Section 4.7(c), no prepayment premium shall be payable if the Note bears interest at the Taxable Rate and with respect to any prepayment made on or after the Yield Maintenance Period End Date or any prepayment made with the proceeds from the issuance of Expansion Project Bonds or interim financing related thereto.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans The Borrower shall have no right to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included Advances other than as provided in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) below. (a) The Borrower may, upon at least five Business Days' notice to the Operational Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall, prepay the outstanding principal amounts of Advances made as part of the same Borrowing, in whole or ratably in part, together with (ii) accrued interest to the date of such prepayment on the principal amount prepaid and (iii) in the case of Eurodollar Rate Advances, any amount payable to the Lenders pursuant to Section 4.04(c); provided, however, that each partial prepayment shall be in an aggregate principal amount of not less $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) On the date of any termination or optional or mandatory reduction of the Commitments pursuant to Section 2.03, the Borrower shall pay or prepay so much of the principal amount outstanding under this Agreement as shall be necessary in order that such aggregate principal amount outstanding will not exceed the Commitments following such termination or reduction, together with (i) accrued interest to the date of such prepayment on the principal amount repaid and (ii) in the case of prepayments of Eurodollar Rate Advances, any amount payable to the Lenders pursuant to Section 2.114.04(c). (c) Any prepayments of the principal amount of Advances shall be applied to the Borrower's obligations under Section 4.03(a) in inverse order of maturity. To the extent consistent with the foregoing, any such prepayments shall be applied to outstanding Base Rate Advances up to the full amount thereof before they are applied to outstanding Eurodollar Rate Advances.

Prepayments. (a) Subject in The Borrower agrees that if at any time it or the case Agent determines that the sum of any Euro-Dollar Loans to Section 2.13the total Credit Exposures exceeds the Commitments, then the Borrower may, upon shall (i) make a prepayment of principal of the Loans in an amount at least one Domestic Business Day's notice equal to such excess and (ii) if any excess remains after prepaying all of the Loans as a result of Facility Letter of Credit Obligations, pay to the Agent, prepay Agent on behalf of the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant Banks an amount equal to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount such excess to be prepaid together with accrued interest thereon to the date of prepaymentheld as cash collateral as provided in Section 3.12. (b) Except as provided in subsection (a) aboveUpon the Borrower’s reduction or termination of the Commitments under Section 4.07, the Borrower may not prepay all or any portion shall make such prepayments as are required by the terms of the principal amount of any Money Market Loan prior to the maturity thereofSection 4.07. (c) Upon receipt The Borrower shall notify the Agent (and, in the case of prepayment of a notice Swingline Loan, the Swingline Bank) by telephone (confirmed by telecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment pursuant of a Eurodollar Rate Loan, not later than noon (Houston time), three (3) Business Days before the date of prepayment (or such shorter period as may be acceptable to this Sectionthe Agent and the Banks in their sole discretion), or (ii) in the case of prepayment of an Alternate Base Rate Loan, not later than noon (Houston time), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid. Promptly following receipt, the Agent shall promptly notify each Bank advise the Banks of the contents thereof. Each partial prepayment of any Loan shall be in an amount of $1,000,000 or an integral multiple thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowingaccompanied by accrued interest. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).

Prepayments. (a) Subject in the case The Borrowers shall have no right to prepay any principal amount of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans Revolving Loan or Swing Loan other than as provided in subsection (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentb) below. (b) Except as provided in subsection (a) above, the Each Borrower may not prepay all without premium or penalty, (i) upon at least the number of Business Days’ prior notice specified in the first sentence of Section 3.01(a) with respect to any portion Revolving Loan of the same Type, (ii) upon notice by no later than 11:00 AM (London time) one Business Day prior to the date of prepayment of any Swing Loan in any case given to the Administrative Agent stating the proposed date and aggregate principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a prepayment, and if such notice of prepayment pursuant to this Sectionis given, such Borrower shall, prepay the Agent shall promptly notify each Bank outstanding principal amounts of the contents thereof and of Loans made to such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans Borrower comprising part of the several Banks included same Revolving Loan Borrowing or Swing Loan Borrowing, as the case may be, in the relevant Group whole or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b)ratably in part, the Borrower shall repay such principal amount (together with accrued interest thereon) to the date of outstanding Loans, if any, as may be necessary so that after such repayment (i) prepayment on the aggregate outstanding principal amount prepaid; provided however, that (x) each partial prepayment (other than any prepayment of each Bank's Committed Loans does any Swing Loan) shall be in an aggregate principal amount not exceed less than $1,000,000 or an integral multiple of $500,000 in excess thereof (or the amount Foreign Currency Equivalent of such Bank's Commitment as then reduced, respective amounts in the case of Loans denominated in an Alternate Currency) and (iiy) the aggregate unpaid principal amount if any prepayment of all outstanding any Eurocurrency Rate Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions on a date which is not the last day of this Agreement an Interest Period for such Loans (including without limitation subsections (a) (other than as to amountor on a date which is not the maturity date of such Swing Loans), (b) and (c) of this Section 2.11).such Borrower shall also pay 40

Prepayments. (a) Subject in Upon the case sale, transfer, refinancing or any other disposition of any Euro-Dollar Loans an asset acquired pursuant to Section 2.13the Acquisition, the Borrower may, upon at least one Domestic Business Day's notice shall make a mandatory prepayment in an amount equal to 100% of the net proceeds distributed to any Loan Parties (including the Loan Parties' pro rata share of proceeds resulting from the disposition of an asset not wholly owned by a Loan Party) from such transaction rounded to the Agent, prepay nearest $100,000. Such payment shall be without premium or penalty. All such payments shall be due within three Business Days of receipt of the Group of Domestic Loans (or any Money Market Borrowing bearing interest at funds by the Base Rate pursuant to Section 8.01(a)), or, upon applicable Loan Party unless the three Euro-Dollar Business Days' Days notice to requirement for prepayments has been waived by the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentRequired Lenders. (b) Except as provided The Borrower may at any time and from time to time prepay the Loans (subject, in subsection the case of Eurodollar Loans and Money Market Loans to compliance with the terms of Section 2.2(e) and Section 2.13), in whole or in part, without premium or penalty, upon at least three (a3) aboveBusiness Days' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans, Money Market Loans or a combination thereof, and, if of a combination thereof, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior allocable to the maturity thereofeach. (c) Any prepayments will first be applied to Tranche A until Tranche A is fully repaid, and only thereafter shall any prepayments be applied to Tranche B. Upon receipt of a any notice of prepayment pursuant to this Sectionprepayment, the Administrative Agent shall promptly notify each Bank of Lender thereof. If any such notice is given, the contents thereof and of such Bank's ratable share (if any) of such prepayment and amount specified in such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On due and payable on the date of specified therein, together with any reduction of Commitments amounts payable pursuant to Section 2.09(b2.13. Subject to Section 2.2(e), the Borrower partial prepayments shall repay such be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (together with accrued interest thereon) of outstanding Loansor, if anyless, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11Loans). (d) No amounts repaid may be reborrowed by the Borrower.

Prepayments. (a) Subject in the case The Borrowers shall have no right to prepay any principal amount of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans Revolving Loan or Swing Loan other than as provided in subsection (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentb) below. (b) Except as provided in subsection (a) above, the Each Borrower may not prepay all without premium or penalty, (i) upon at least the number of Business Days’ prior notice specified in the first sentence of Section 3.01(a) with respect to any portion Revolving Loan of the same Type, (ii) upon notice by no later than 11:00 AM (London time) one Business Day prior to the date of prepayment of any Swing Loan in any case given to the Administrative Agent stating the proposed date and aggregate principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a prepayment, and if such notice of prepayment pursuant to this Sectionis given, such Borrower shall, prepay the Agent shall promptly notify each Bank outstanding principal amounts of the contents thereof and of Loans made to such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans Borrower comprising part of the several Banks included same Revolving Loan Borrowing or Swing Loan Borrowing, as the case may be, in the relevant Group whole or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b)ratably in part, the Borrower shall repay such principal amount (together with accrued interest thereon) to the date of outstanding Loans, if any, as may be necessary so that after such repayment (i) prepayment on the aggregate outstanding principal amount prepaid; provided, however, that (x) each partial prepayment (other than any prepayment of each Bank's Committed Loans does any Swing Loan) shall be in an aggregate principal amount not exceed less than $1,000,000 or an integral multiple of $500,000 in excess thereof (or the amount Foreign Currency Equivalent of such Bank's Commitment as then reduced, respective amounts in the case of Loans denominated in an Alternate Currency) and (iiy) the aggregate unpaid principal amount if any prepayment of all outstanding any Eurocurrency Rate Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions on a date which is not the last day of this Agreement an Interest Period for such Loans (including without limitation subsections (a) (other than as to amountor on a date which is not the maturity date of such Swing Loans), such Borrower shall also pay any amounts owing to each Lender pursuant to Section 9.04(c) so long as such Lender makes written demand upon such Borrower therefor (bwith a copy of such demand to the Administrative Agent) and (c) of this Section 2.11)within 20 Business Days after such prepayment.

Prepayments. (a) Subject The applicable Borrower may prepay the Revolving Advances or the Term Advances made to it, provided however that a Borrower may not prepay any Bankers' Acceptances or B/A Loans; provided, however, that a Borrower may defease any B/A or B/A Loan by depositing with the Administrative Agent an amount that, together with interest accruing thereon to the end of the Contract Period or Interest Period (as applicable) therefor, is sufficient to pay such maturing Bankers' Acceptances or B/A Loans when due. A Borrower may, upon (i) in the case of any Euro-Dollar Loans to Section 2.13Eurodollar Rate Advances, the Borrower may, upon at least one Domestic three Business Day's Days notice or (ii) in the case of Prime Rate Advances or Base Rate Advances, telephonic notice not later than 8:00 a.m. (Calgary local time) on the date of prepayment followed as promptly as practicable by written notice, to the AgentAdministrative Agent which specifies the proposed date and aggregate principal amount of the prepayment and the Type of Advances to be prepaid, and if such notice is given such Borrower shall, prepay the Group outstanding principal amounts of Domestic Loans (or any Money Market the Advances comprising the same Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any timeor ratably in part, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of such prepayment on the amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount not less than Cdn.$5,000,000 or an integral multiple of Cdn.$1,000,000 in excess thereof in the case of Prime Rate Advances and Cdn. Dollar Eurodollar Rate Advances, and U.S.$5,000,000 or an integral multiple of U.S.$1,000,000 in excess thereof in the case of Base Rate Advances and U.S. Dollar Eurodollar Rate Advances, and (y) in the event of any such prepayment of Eurodollar Rate Advances on any day other than the last day of an Interest Period for such Eurodollar Rate Advances, the applicable Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to, and to the extent required by, Section 9.04(b); provided, further, however, that such Borrower will use its best efforts to give notice to the Administrative Agent of the proposed prepayment of Base Rate Advances on the Business Day prior to the date of such proposed prepayment. (b) Except as provided If on any date, after giving effect to all Advances and all repayments and prepayments to occur on such date, and based on the Exchange Rate then in subsection (a) aboveeffect, the Borrower may not prepay all or any portion Administrative Agent determines that the aggregate Cdn. Dollar Equivalent of the principal outstanding Advances hereunder shall have exceeded for more than three consecutive Business Days an amount equal to 105% of any Money Market Loan prior to the maturity thereof. (c) Upon receipt total Commitments of a notice of prepayment pursuant to this Sectionthe Lenders under the Agreement, the Administrative Agent shall promptly notify each Bank of the contents thereof and Borrower of such Bank's ratable share (if any) of such prepayment occurrence and such notice the Borrowers shall not thereafter be revocable by on the Borrower. Each such prepayment shall be applied to next succeeding Business Day prepay ratably the Loans of the several Banks included Advances in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the an aggregate amount of the Commitments as then reduced. Any sufficient to eliminate such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)excess.

Prepayments. (a) Subject in the case of On any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) day on which the aggregate outstanding principal amount of each BankLoans made to a Borrower when aggregated with all Loans then outstanding exceeds the Total Borrower Facility as then in effect, such Borrower shall prepay principal of such Loans in an amount equal to such excess. (b) If on any date the aggregate outstanding principal amount of Loans made to a Borrower exceeds such Borrower's Committed Borrowing Base, such Borrower shall promptly (and in any event within 2 Business Days) after the occurrence of such date, prepay principal of Loans does not exceed in an amount equal to such excess. (c) Each Borrower shall have the right to prepay the Loans made to it, subject to Section 1.9, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Bank prior to 11:00 A.M. (New York time) (x) at least one Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans on such Business Day and (y) at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay NIBOR Loans, the amount of such Bank's Commitment as then reducedprepayment and the Types of Loans to be prepaid and, in the case of NIBOR Loans the specific Borrowing or Borrowings pursuant to which made, and (ii) the each prepayment shall be in an aggregate unpaid principal amount of at least US$50,000.0. (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, each Borrower shall repay the outstanding principal amount of each Loan made to it on the last day of the Interest Period for such Loan and all then outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made repaid in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)full on the Expiry Date.

Prepayments. (a) Subject Subject, in the case of any Euro-Dollar CP Rate Loans to Section 2.13and Eurodollar Loans, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group funding indemnification provisions of Domestic Loans Section 4.3: (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or a) The Borrower may from time to time voluntarily prepay, without penalty or premium, all outstanding Advances, or, in part in amounts aggregating a minimum aggregate amount of $25,000,000 2,000,000 (or any a larger integral multiple of $5,000,0001,000,000), any portion of the outstanding Advances by paying written notice to the Administrative Agent (each, a "PREPAYMENT NOTICE") given within the Required Notice Period, PROVIDED that each such prepayment of principal amount to be prepaid together with is accompanied by a payment of all accrued and unpaid interest thereon to and is made ratably amongst the date of prepayment.Lenders; and (b) Except as provided in subsection (a) aboveIf on any Business Day, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does the Advances (whether funded by Blue Ridge or through Liquidity Fundings) exceeds the Allocation Limit, the Borrower shall prepay the Advances by wire transfer to the Administrative Agent received not exceed later than 12:00 noon (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid. Upon receipt of such Bank's Commitment as then reducedany wire transfer pursuant to Section 1.5(a) or (b), the Administrative Agent shall wire transfer to the Lenders their respective shares thereof not later than 1:00 p.m. (New York City time) on the date when received. Any prepayment required pursuant to Section 1.5(b) shall be applied first, to the ratable reduction of any Alternate Base Rate Loans outstanding, second, to the ratable reduction of any Eurodollar Loans outstanding, and last, to the reduction of CP Rate Loans selected by the Borrower (ii) or the aggregate unpaid principal amount of all outstanding Loans does not exceed Servicer, on the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11Borrower's behalf).

Prepayments. Prepay, redeem, purchase, defease or otherwise satisfy prior to the stated maturity or other scheduled payment date of any Indebtedness or make any other payment of any Indebtedness (except the Obligations) other than: (a) Subject in the case of any Euro-Dollar Loans with respect to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice Indebtedness permitted to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate be incurred pursuant to Section 8.01(a))7.02, or(i) payments of regularly scheduled principal and interest thereon; (ii) mandatory prepayments of principal, upon three Euro-Dollar Business Days' notice to the Agentpremium and interest on such Indebtedness; (iii) payments of fees, prepay any Group of Euro-Dollar Loansexpenses and indemnification obligations thereon, in each case case, in whole at accordance with the terms of such Indebtedness and (iv) with respect to any timeIndebtedness owed from one Loan Party to another Loan Party, or from time to time prepayments and repayments of such Indebtedness as well as any of the payments described in part in amounts aggregating $25,000,000 or any larger multiple the foregoing subclauses of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.this clause (a); (b) Except as other payments in respect of (i) Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets acquired and incurred pursuant to Section 7.02(i) and (ii) any Indebtedness incurred pursuant to Section 7.02(a), 7.02(g), 7.02(l) and 7.02(m); (c) optional prepayments of any Indebtedness permitted to be incurred pursuant to Section 7.02; provided that, other than optional prepayments (x) made in subsection respect of the Exit Indebtedness and (ay) abovemade with the proceeds of the issuance of Qualified Equity Interests of the Borrower, such optional prepayments shall be subject to (i) no Default or Event of Default existing or resulting therefrom, (ii) the Consolidated Total Leverage Ratio, calculated on a pro forma basis with respect to such any such prepayments, shall not be greater than the Specified Ratio and (iii) immediately before and immediately after giving effect to any such prepayment, pro forma Liquidity of no less than $25,000,000; provided that, other than optional prepayments (x) made in respect of the Exit Indebtedness and (y) made with the proceeds of the issuance of Qualified Equity Interests of the Borrower, the amounts described in this clause (c) shall not, when combined with Restricted Payments permitted to be made under Section 7.06(f), exceed $15,000,000 in the aggregate in any fiscal year; and (i) the conversion or exchange of any Indebtedness into or for Qualified Equity Interests of the Borrower may and (ii) any Refinancing explicitly permitted by Section 7.02; provided that such prepayments shall not prepay all or include any portion of optional prepayments that would reduce the principal amount of any Money Market Loan the relevant Refinanced Indebtedness prior to, during or with respect to the maturity thereof. such Refinancing (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice which shall not thereafter be revocable by prohibit, for the Borrower. Each such prepayment shall be applied avoidance of doubt, any Refinancing at a discount to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11par).

Prepayments. (a) Subject in The Authority shall not accept, nor permit the case of any Euro-Dollar Loans Trustee to Section 2.13accept a Prepayment from the Borrower, the Borrower may, upon at least one Domestic Business Day's notice unless a Coverage Requirement Certificate is provided to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar LoansTrustee which, in each case in whole at any time, or from time addition to time in part in amounts aggregating $25,000,000 or any larger multiple containing the requirements of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion Section 6.16 of the principal amount of any Money Market Loan prior to Agreement also shows that the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) proceeds of such prepayment and such notice shall not thereafter be revocable received by the Borrower. Each such prepayment Authority shall be applied to prepay ratably in an amount not less than the Loans aggregate of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount to be prepaid; (ii) any interest and Fees and Charges on the Loan accrued through the date of each Bank's Committed Loans does receipt of the proceeds of the Prepayment remaining unpaid; (iii) to the extent not exceed otherwise paid by the Borrower, the interest that would accrue on the Bonds of such maturity or maturities as are to be designated by the Authority pursuant to subparagraph (a) or (b) of Section 7.9 to be purchased or redeemed with the proceeds of such sale or Prepayment from the date of receipt thereof by the Authority until the applicable optional redemption date of the Bonds so to be purchased or redeemed; (iv) the redemption premium payable on the next applicable optional redemption date on the Bonds so to be purchased or redeemed, if any; and (v) the costs and expenses of the Authority in effecting the purchase or redemption of such Bonds, less the sum of (A) the amount of such Bank's Commitment applicable moneys available for withdrawal from the Debt Service Reserve Fund and the Debt Service Fund with respect to the application to the purchase or redemption of the Bonds, as then reduceddetermined by the Authority, and (iiB) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount any other legally available funds of the Commitments as then reduced. Any Authority transferred or directed by the Authority to be transferred to the Redemption Fund in connection with such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)purchase or redemption.

Prepayments. (a) Subject in the case The Borrowers shall have no right to prepay any principal amount of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans Revolving Loan or Swing Loan other than as provided in subsection (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentb) below. (b) Except as provided Each Borrower may, (i) upon at least the number of Business Days' prior notice specified in subsection the first sentence of Section 3.01(a) with respect to any Revolving Loan of the same Type, or (aii) aboveupon notice by no later than 11:00 A.M. (New York City time) on the date of prepayment of any Swing Loan, in either case given to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower may not shall, prepay all the outstanding principal amounts of the Loans made to such Borrower comprising part of the same Revolving Loan Borrowing or any portion Swing Loan Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be -------- ------- in an aggregate principal amount not less than $10,000,000 (or $5,000,000 in the case of Swing Loans) or an integral multiple of $1,000,000 in excess thereof (or the Foreign Currency Equivalent of such respective amounts) and (y) if any prepayment of any Money Market Loan prior Eurocurrency Rate Loans shall be made on a date which is not the last day of an Interest Period for such Loans (or on a date which is not the maturity date of such Swing Loans), such Borrower shall also pay any amounts owing to each Lender pursuant to Section 9.04(c) so long as such Lender makes written demand upon such Borrower therefor (with a copy of such demand to the maturity thereofAdministrative Agent) within 20 Business Days after such prepayment. (c) Upon receipt the occurrence of a notice Change of prepayment pursuant to this SectionControl, if so requested in writing by the Required Lenders through the Administrative Agent shall promptly notify each Bank within sixty (60) days after the Company notifies the Administrative Agent of the contents thereof and occurrence of such Bank's ratable share (if any) Change of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b)Control, the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does Company shall, on a day not exceed later than five Business Days after the amount date of such Bank's Commitment as then reducedrequest, prepay and/or cause to be prepaid the full principal of and (ii) interest on the aggregate unpaid principal amount of Loans and the Notes and all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of other amounts whatsoever payable under this Agreement (including without limitation subsections amounts payable under Section 9.04(c) as a result of such prepayment) and provide cash collateral for all outstanding Letters of Credit as provided in Section 7.02 (a) (other than as to amount), (bif an Event of Default had occurred and were continuing) and (cii) the Commitments shall, on the date of this such request, forthwith terminate. (d) If (i) the obligations of the Company under Article X with respect to any outstanding Guaranteed Obligations owing by any Designated Borrower (herein, the "Affected Borrower") shall for any ----------------- reason (x) be terminated, (y) cease to be in full force and effect or (z) not be the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, and (ii) such condition continues unremedied for 15 days after written notice thereof shall have been given to the Company by the Administrative Agent or any Lender, then the Affected Borrower shall, no later than the 15th day after the date of such notice, prepay (and the Company shall cause to be prepaid) the full principal of and interest on the Loans owing by, and the Notes payable by, such Affected Borrower and all other amounts whatsoever payable hereunder by such Affected Borrower (including, without limitation, all amounts payable under Section 2.119.04(c) as a result of such prepayment).

Prepayments. (a) Subject in the case to subsection (d) of any Euro-Dollar Loans to this Section 2.13and Section 2.14, the a Borrower may, upon at least one Domestic Business Day's notice (or, in the case of a Committed Borrowing of Fixed Rate Loans, two Domestic Business Days' notice) to the Agent, prepay the Group of Domestic Loans any Committed Borrowing (or any Money Market Borrowing bearing interest at based upon the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group 8.01) of Euro-Dollar Loans, in each case such Borrower in whole at any time, or from time to time in part in amounts aggregating $25,000,000 5,000,000 or any larger multiple of $5,000,000500,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) A Borrower may, upon notice to the Agent prior to 12:00 Noon (New York City time) on the date of prepayment (which shall be a Domestic Business Day), prepay any Swingline Loan of such Borrower in whole at any time, or from time to time in part in amounts aggregating $1,000,000 or any multiple of $100,000 in excess thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (bc) Except Unless the Required Banks shall otherwise consent in writing, if any Debt shall be incurred (excluding any Borrowings and Loans hereunder and any Debt permitted under Section 5.16 of this Agreement) by the Company or any of its Subsidiaries, an amount equal to 50% of the Net Cash Proceeds thereof (or 100% thereof if an Event of Default then exists) shall be delivered to the Agent within three Domestic Business Days after the date of such issuance or incurrence to be applied pro rata towards the prepayment of the Committed Loans as provided set forth herein. Unless the Required Banks shall otherwise consent in subsection writing, if the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, an amount equal to 50% of the Net Cash Proceeds thereof (aor 100% thereof if an Event of Default then exists) aboveshall be delivered to the Agent within three Domestic Business Days after such date of receipt to be applied towards the prepayment of the Committed Loans as set forth herein, unless a Notice of Reinvestment has been delivered relating thereto; provided, that (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing mandatory prepayment requirement pursuant to Notices of Reinvestment shall not exceed $30,000,000 in any fiscal year of the Company, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Asset Sale shall be applied pro rata toward the prepayment of the Committed Loans as set forth herein. Prepayments required under this Section 2.12(c) shall be applied to pay down Committed Loans and to permanently reduce the Total Commitments but not below $300,000,000. (d) No Borrower may not prepay all or any portion of the principal amount of any Money Market Loan (other than a Money Market Loan bearing interest based upon the Base Rate pursuant to Section 8.01) without the prior to written consent of the maturity thereofBank holding such Money Market Loan. (ce) If at any time, whether as a result of an adjustment to the Dollar Amount of any Letter of Credit Exposure denominated in an Alternative Currency or for any other reason, (i) the aggregate principal amount of all outstanding Loans exceeds the Total Commitments, (ii) the aggregate principal amount of all outstanding Swingline Loans exceeds $50,000,000, (iii) the sum of the Letter of Credit Exposure exceeds $50,000,000, or (iv) the sum of the Letter of Credit Exposure and the aggregate principal amount of all outstanding Loans exceeds the Total Commitments, then the Borrowers shall prepay immediately Swingline Loans or Committed Loans in a principal amount sufficient to eliminate each such excess. If such prepayments shall not be sufficient to eliminate any such excess, then Section 2.17(k) shall apply. (f) The Borrowers shall repay the Committed Loans and the Swingline Loans on each date the Total Commitments are reduced hereunder pursuant to Section 2.10 in an amount sufficient to cause all outstanding Committed Loans, Letter of Credit Exposure and Swingline Loans to be less than or equal to the Total Commitments as so reduced. (g) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank (or, in the case of a Swingline Loan, the Swingline Lender) of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the applicable Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).

Prepayments. (a) Subject in the case So long as no Event of any Euro-Dollar Loans to Section 2.13Default has occurred and is continuing, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate each mandatory prepayment pursuant to Section 8.01(a))2.14 shall be applied as follows: first, or, upon three Euro-Dollar Business Days' notice to the Agent, prepay payment of any Group of Euro-Dollar Loans, in each case in whole at any time, or from time Obligations due pursuant to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon Section 3.04(c) and to the date payment of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of accrued and unpaid interest upon the principal amount of any Money Market Loan prior each such mandatory prepayment on a pro rata basis (provided that, Administrative Agent may elect in its sole discretion to not apply such mandatory prepayment to the maturity thereof. payments described in this item first in which case such payments will be due and payable on the earlier of (ci) Upon receipt the Interest Payment Date immediately following the application of a notice of such mandatory prepayment pursuant to this SectionSection 2.15 and (ii) upon five (5) Business Days’ written notice from Administrative Agent); second, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied except with respect to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments prepayments made pursuant to Section 2.09(b2.14(g), to the Borrower shall repay such principal amount (together with accrued interest thereon) prepayment of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed all Term Loans does not exceed on a pro rata basis (with the amount of such Bank's Commitment as then reducedprepayment of Term Loans being applied to the remaining Installments in inverse order of maturity), and (ii) subject to the aggregate unpaid principal amount application of Section 2.15(b); third, to the prepayment of all outstanding Swingline Loans does (with no permanent reduction in Revolving Loan Commitments) on a pro rata basis, subject to the application of Section 2.15(b); fourth, to the prepayment of all outstanding Revolving Loans (with no permanent reduction in Revolving Loan Commitments) on a pro rata basis, subject to the application of Section 2.15(b); fifth, to Cash Collateralize the Letter of Credit Obligations; sixth, to cash collateralize Secured Hedging Obligations entered into by Borrower with respect to any Class of Loans on a pro rata basis, pursuant to an arrangement satisfactory to Administrative Agent and the applicable Secured Parties; seventh, to cash collateralize Secured Hedging Obligations not exceed described in item fifth above, on a pro rata basis, pursuant to an arrangement satisfactory to Administrative Agent and the aggregate applicable Secured Parties; eight, to cash collateralize Obligations pursuant to a Secured Treasury Management Agreement, on a pro rata basis, pursuant to an arrangement satisfactory to Administrative Agent and the applicable Secured Parties; ninth, to any other Obligation that is due and payable; and tenth, any amount of the Commitments as then reduced. Any such prepayment shall remaining may be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)retained by Borrower.

Prepayments. (a) Subject The Company shall have the right, at any time or from time to time, to prepay Syndicated Loans in whole or in part, provided that (i) the Company shall give Chase notice of each such prepayment not less than three Business Days' prior to the date of such prepayment (which notice shall be effective upon receipt), (ii) each partial prepayment shall be in an aggregate principal amount which is at least $1,000,000 or a multiple thereof, (iii) interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date and (iv) in the case of any Euro-Dollar Loans to Section 2.13prepayment of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto, the Borrower mayCompany shall pay compensation, upon at least one Domestic Business Day's notice to the Agentif any, due in accordance with 3.05(a) with respect thereto. The Company may not prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at Loans. Notwithstanding the Base Rate pursuant to Section 8.01(a)), orforegoing, upon three Euro-Dollar not less than four Business Days' prior notice (which shall be effective upon receipt) the Company may simultaneously prepay all Loans then outstanding hereunder and terminate in whole the Commitments (in which case interest on the principal prepaid, accrued to the Agentprepayment date, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentall other amounts owing hereunder, including without limitation under 3.05, shall be paid on such prepayment date). (b) Except as provided in subsection If, after giving effect to any termination or reduction of the Commitment of any Bank pursuant to 1.04(a) or (ab) abovehereof, the Borrower may not prepay all or any portion of the outstanding aggregate principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Syndicated Loans held by such Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed exceeds the amount of such Bank's Commitment as then reducedCommitment, and the Company shall prepay or pay such Syndicated Loans (iiof a type to be designated by the Company by notice to Chase not less than four Business Days prior to the date of such termination or reduction and, failing such notice, such prepayment or repayment shall be applied, first, to the outstanding Domestic Loans and, next, to the extent necessary, to the outstanding Fixed Rate Loans with the fewest number of days remaining in the Interest Periods therefor on such termination or reduction date) the in an aggregate unpaid principal amount equal to such excess, together with interest thereon accrued to the date of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made or payment and any other amounts payable pursuant to 3.05 hereof in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)connection therewith.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to Lender specifying that it is paying the AgentLoan, prepay pay without penalty or premium the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case Loan in whole at any time, time or in part from time to time time, provided that each such prepayment must be in part in amounts aggregating an aggregate amount of at least $25,000,000 100,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment50,000. (b) Except as provided in subsection In addition to the regularly scheduled principal payments of the Loan under Section 2.01, and any voluntary prepayments made by Borrower under Section 2.07(a), Borrower hereby covenants and agrees to pay to Lender: (ai) abovewithin ten (10) days after receipt thereof, all of the net cash proceeds received by Borrower may not prepay all or any portion Subsidiary from any Capital Transaction; (ii) within ten (10) days after receipt thereof, all of the principal net cash proceeds received by Borrower or any Subsidiary from the issuance of any Subordinated Indebtedness subsequent to the date of this Agreement, excluding all proceeds of Indebtedness between Borrower and a Subsidiary or between two Subsidiaries; and (iii) within sixty (60) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from the sale or other disposition of any Property (other than proceeds used or committed to be used to acquire replacement Property), to the extent the aggregate amount of such proceeds received by Borrower and Subsidiaries on a combined basis during any Money Market Loan prior fiscal year exceeds the sum of $1,000,000 (excluding the proceeds of the sale of any H▇▇▇▇▇▇▇ Advisory Agreements, all of which shall be delivered to the maturity thereofLender). (c) Upon receipt of a notice of prepayment All prepayments made pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment Section 2.07 shall be applied to prepay ratably the Loans remaining installments of principal of the several Banks included Loan in the relevant Group or Borrowinginverse order of their stated maturities until the Loan is paid in full. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the Borrower (i) The Borrowers may, upon at least one Domestic Business Day's notice by the Lead Borrower to the Administrative Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or 82 (iii) Notwithstanding anything to the contrary contained in amounts aggregating $25,000,000 this Agreement, the Lead Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Each prepayment of any larger multiple Class of $5,000,000Term Loans pursuant to Section 2.05(a)(i) shall reduce future scheduled amortization payments of principal thereof pursuant to Section 2.07(a) as directed by the Lead Borrower by written notice to the Administrative Agent at or prior to the time of such prepayment or, to the extent the Lead Borrower has not provided such notice to the Administrative Agent by paying the principal amount time of such prepayment, in the direct order of maturity to be prepaid together with accrued interest thereon the applicable Class of Term Loans. (v) Notwithstanding the foregoing, in the event that, on or prior to the date of prepayment. that is six (b6) Except as provided in subsection (a) abovemonths after the Closing Date, the Borrower may not prepay all (x) prepays, refinances, substitutes or replaces any portion Term B Loans pursuant to a Repricing Event (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(a) or Section 2.05(b)(iii) that constitutes a Repricing Event), or (y) effects any amendment of this Agreement resulting in a Repricing Event, the Lead Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders (subject to the proviso below), (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of any Money Market Loan the Term B Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borroweramendment. Each such prepayment Such amounts shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On due and payable on the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).83

Prepayments. (a) Subject in The Borrower shall have no right to prepay the case principal amount of any Euro-Dollar Loans to Loan other than as provided in this Section 2.13, the 2.7. (b) The Borrower may, upon at least one Domestic two (2) Business Day's Days' prior notice to the Administrative Agent, stating the proposed date and aggregate principal amount of the prepayment, prepay the Group outstanding principal amount of Domestic the Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any timeor ratably in part, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) abovesuch prepayment on the principal amount prepaid; provided, however, that any prepayment of any Eurodollar Rate Loan made other than on the last day of an Interest Period for such Loan shall be subject to payment by the Borrower may to the Administrative Agent of any costs, fees or expenses incurred by any Lender in connection with such prepayment including without limitation any costs to unwind any Eurodollar Rate contracts; and, provided, further, that each partial prepayment shall be in an aggregate principal amount not prepay all less than $3,000,000 or any portion integral multiples of $100,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of any Money Market Loan prior the Loans specified to be prepaid shall become due and payable on the maturity thereofdate specified for such prepayment. (c) Upon receipt If at any time the aggregate principal amount of a notice of prepayment pursuant to this Section, Loans outstanding at such time exceeds the Agent shall promptly notify each Bank lower of the contents thereof and of Borrowing Base or the Commitments at such Bank's ratable share time (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(ba "Borrowing Base Imbalance"), the Borrower shall repay prepay the Loans then outstanding in an amount equal to such principal amount (excess, together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment follows: (i) in the aggregate outstanding principal amount event that the Borrowing Base Imbalance is due to (A) any sale, conveyance, transfer, assignment or other disposition of each Bank's Committed Loans does not exceed an Eligible Hotel, or (B) a financing secured by an Eligible Hotel, the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made within one (1) Business Day of such event occurring; (ii) in accordance with all applicable provisions the event that the Borrowing Base Imbalance is due to any (A) condemnation or taking by eminent domain of this Agreement an Eligible Hotel, or (including without limitation subsections B) loss, damage or destruction by casualty to any Eligible Hotel, the prepayment shall be made within one (a1) Business Day after receipt by the Borrower or its Subsidiary or Eligible Joint Venture of the condemnation award or insurance proceeds relating to such event; or (other than as iii) in the event that the Borrowing Base Imbalance is due to amount)(A) a decrease in the value of any Eligible Hotels, or (bB) and (c) any of this Section 2.11).the Eligible Hotels ceasing, for whatever reason, to meet the requirements

Prepayments. (a) Subject The Borrower may from time to time prepay, without penalty or premium, all outstanding ABR Advances or Daily Simple SOFR Advances, or, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding ABR Advances or Daily Simple SOFR Advances upon, in the case of any Euro-Dollar Loans to Section 2.13ABR Advances, the Borrower may, upon at least one Domestic Business Day's notice ’s prior notice, and in the case of Daily Simple SOFR Advances, one U.S. Government Securities Business Day’s prior notice, to the Administrative Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or . The Borrower may from time to time pay, upon two U.S. Government Securities Business Days’ prior notice to the Administrative Agent, subject to the payment of any funding indemnification amounts required by Section 3.6 but without penalty or premium (i) all of a Term SOFR Advance, or (ii) in part in amounts aggregating a minimum aggregate amount of $25,000,000 5,000,000 or any larger an integral multiple of $5,000,000, by paying 1,000,000 in excess thereof (and provided such payment would not reduce the outstanding principal amount of such Term SOFR Advance, to less than $5,000,000) any portion of a Term SOFR Advance. For the avoidance of doubt, each prepayment of Loans shall be prepaid together with accrued interest thereon to the date applied ratably among all Series of prepaymentRevolving Credit Facilities. (b) Except as provided in subsection (a) aboveIf, on any date, Borrowing Base Debt exceeds the Borrowing Base, the Borrower may not shall, no later than one Business Day after such date (unless, for the avoidance of doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base on such Business Day), prepay Loans and/or Cash Collateralize Letter of Credit Obligations in accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to or less than the Borrowing Base or (ii) all or any portion Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 shall be applied, first, to the prepayment of Loans, and second, if the aggregate principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of then outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed is less than the amount of such Bank's Commitment as then reducedprepayments because Letter of Credit Obligations constitute a portion thereof, and (ii) the aggregate unpaid principal amount Administrative Agent shall deposit the balance of all outstanding Loans does not exceed such prepayments in a cash collateral account established with the aggregate amount Administrative Agent for the benefit of the Commitments as then reducedLenders on terms and conditions reasonably satisfactory to the Administrative Agent to Cash Collateralize Letter of Credit Obligations. Any such The application of any prepayment of Loans pursuant to this Section 2.6(b) shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as made, first, to amount)ABR Loans, (b) and (c) of this Section 2.11)second, to Daily Simple SOFR Loans and, third, to Term SOFR Loans.

Prepayments. (a1) Subject in the case of any Euro-Dollar The Company may prepay Prime Rate Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole or in part at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to it being acknowledged and agreed that LIBO Rate Loans may not be voluntarily prepaid together with accrued interest thereon prior to the date last day of prepaymenttheir applicable Interest Periods. (b2) Except If, as provided in subsection (a) aboveof any date and for any reason, the Borrower may not prepay all or any portion of the principal aggregate amount of any Money Market Loan prior all Loans outstanding exceed the Cash Advance Sublimit, the Company shall immediately repay Loans in an aggregate amount equal to the maturity thereofsuch excess. (c3) Upon receipt If, as of a notice of prepayment pursuant to this Sectionany date and for any reason, the Agent shall promptly notify each Bank aggregate amount of all Loans and Outstanding Letters of Credit and L/C Drawings exceeds the lesser of the contents thereof Revolving Facility Credit Limit or the Borrowing Base, the Company shall immediately prepay Loans in an aggregate amount equal to such excess and, to the extent that outstanding Loans are less than such excess amount, deliver to the Agent cash collateral in an amount not less than such differential to be held in a non-interest bearing account as collateral (and of the Company hereby grants to the Agent a first priority security interest in such Bank's ratable share (if anycash collateral) of such prepayment and such notice shall not thereafter be revocable by for the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowingremaining Obligations. (d4) On the date If, as of any reduction of Commitments pursuant to Section 2.09(b)date and for any reason, the Borrower Equivalent Amount of Loans, Outstanding Letters of Credit and unrepaid L/C Drawings denominated in an Agreed Currency other than Dollars exceed the Multicurrency Sublimit, the Company shall repay immediately prepay Loans in an aggregate amount equal to such principal excess and, to the extent that outstanding Loans are less than such excess amount, deliver to the Agent cash collateral in an amount not less than such differential to be held in a non-interest bearing account as collateral (together and the Company hereby grants to the Agent a first priority security interest in such cash collateral) for the remaining Obligations. (5) The Company shall pay in connection with any prepayment hereunder all interest accrued interest thereon) of outstanding Loansbut unpaid on Loans to which such prepayment is applied, and all prepayment premiums, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed on LIBO Rate Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any to which such prepayment shall be made in accordance is applied, concurrently with all applicable provisions payment to the Agent of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)any principal amounts.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, at any time upon at least one Domestic not less than five (5) Business Day's Days' prior notice to the Agent, prepay the Group Acquisition Loan, terminate the Revolving Commitment or prepay the Term Loan; provided, however, the Revolving Loan Commitment may not be terminated by Borrower until the Acquisition Loan is paid in full, and no portion of Domestic the Term Loan may be prepaid until the Acquisition Loan and the Revolving Loans are paid in full and the Revolving Loan Commitment has been terminated, except that notwithstanding the foregoing, the Term Loan may be prepaid in full at any time exclusively and solely out of proceeds of an equity contribution (any terms of which relating to the redemption or other repayment of such contribution or any Money Market Borrowing bearing interest at dividend or other return on such contribution must meet with the Base Rate pursuant approval of the Requisite Lenders, which approval shall not be unreasonably withheld or delayed) or Subordinated Indebtedness, in either case earmarked for payment of the Term Loan (such earmarking to Section 8.01(a)be upon terms and conditions acceptable to the Lenders of the Term Loan in their sole discretion), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, it being agreed that in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the no event may Borrower may not prepay all or any portion of the principal amount Term Loan by using any of Borrower's or any other Loan Party's own cash or other assets or proceeds of any Money Market Loan prior hereunder (except for the proceeds of the above-described equity contribution or Subordinated Indebtedness subject to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank terms of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(bpreceding parenthetical regarding earmarking), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all accompanied by any applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount)LIBOR Breakage Fees, (b) and (c) of this Section 2.11)if applicable.

Prepayments. (a) Subject in Borrower shall remit to the case of any Euro-Dollar Loans to Section 2.13Administrative Agent as a mandatory prepayment for application against the outstanding Principal Balance, the Borrower mayProceeds of a Casualty or Condemnation of the Property, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant extent required to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice be applied to the Agent, prepay any Group prepayment of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentLoan under Section 6.2.2. (b) Except During any Cash Sweep Period, all sums required to be deposited in the Excess Cash Reserve Account may be applied by Administrative Agent against the outstanding Principal Balance as provided in subsection Section 16.3 as a prepayment. (aii) aboveIf prior to the Restricted Prepayment Date, the Obligations in respect of the principal balance of the Loan are accelerated by reason of an Event of Default or the Principal Amount is involuntarily or voluntarily paid in whole or in part due to a Cash Sweep Period, or otherwise (other than casualty or condemnation), then Lenders shall be entitled to receive, in addition to the unpaid principal and accrued interest and other sums due under the Loan Documents, an amount equal to the Prepayment Premium applicable to such principal so accelerated. (iii) Upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (which shall promptly provide telephonic notice of the receipt thereof to each of the Lenders), the Borrower may voluntarily prepay principal amounts outstanding under the Loan in whole or in part (without any release of collateral securing the Loan) subject to the following conditions: (A) any such prepayment of principal shall be accompanied by the payments required to be made under Section 2.3.3(v) below; and (B) voluntary prepayments shall be in the minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof. Voluntary prepayments of principal pursuant to this Section 2.3.3(iii), shall not prepay relieve Borrower from the obligation to make mandatory prepayments pursuant to Section 2.3.3(i). (iv) Borrower acknowledges that (a) the Lenders are making the Loan in consideration of the receipt by Lenders of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of principal are made to Lender prior to the Restricted Prepayment Date voluntarily or any portion involuntarily (including as a result of the acceleration of the Loan after an Event of Default or payment of the Principal Amount is paid in whole or in part due to a Cash Sweep Period or otherwise (other than casualty or condemnation), Lenders will not receive all such interest and other benefits and may, in addition, incur costs. For these reasons, and to induce Lenders to make the Loan, Borrower agrees that all payments made voluntarily or involuntarily (other than due to a casualty or condemnation) or after the acceleration of the principal amount of any Money Market the Loan on or prior to the maturity thereof. Restricted Prepayment Date will be accompanied by the Prepayment Premium (cif required). Such Prepayment Premium shall be required whether payment is made by Borrower, by a Person on behalf of Borrower, or by the purchaser at any foreclosure sale, and may be included in any bid by Lender at such sale. Borrower further acknowledges that (A) Upon receipt of it is a notice of prepayment pursuant to this Section, knowledgeable real estate developer and/or investor; (B) it fully understands the Agent shall promptly notify each Bank effect of the contents thereof provisions of this Section 2.3.3(iv), as well as the other provisions of the Loan Documents; (C) the making of the Loan by Lenders at the interest rate provided and other terms set forth in the Loan Documents are sufficient consideration for Borrower’s obligation to pay a Prepayment Premium (if required); and (D) Lenders would not make the Loan on the terms set forth herein without the inclusion of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by provisions. Borrower also acknowledges that the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement limiting the right of prepayment and providing for the payment of the Prepayment Premium and other charges specified herein were independently negotiated and bargained for, and constitute a specific material part of the consideration given by Borrower to Lenders for the making of the Loan. (including without limitation subsections v) The Borrower shall pay in connection with any prepayment hereunder, whether voluntary or mandatory, (a) (other than as all interest accrued but unpaid on that portion of the Loan to amount)which such prepayment is applied, (b) and with respect to voluntary or involuntary prepayments prior to the Restricted Prepayment Date, the Prepayment Premium, (c) all amounts payable pursuant to Section 2.2.8 above, and (d) all reasonable costs and expenses of this Section 2.11Administrative Agent and Lenders incurred in connection with the prepayment (including without limitation, any costs and expenses associated with a release of any Liens as well as reasonable attorneys' fees and expenses), in each case concurrently with payment of any principal amounts.

Prepayments. (ai) Subject Except as expressly provided in this Agreement, all prepayments of principal made by the Borrower pursuant to Sections 4.4(c) and (d) shall be applied (i) first, subject to Section 4.5(a)(ii), to the payment of the unpaid principal amount of the Term Loans (with, except as provided in the next succeeding sentence, the Term Percentage for each Term Facility of such repayment to be applied as a repayment of Term Loans of such Term Facility), second, to the prepayment of the then outstanding balance of Swing Line Loans, third, to the payment, pro rata, of the then outstanding balance of the Revolving Loans (and the Revolving Commitments shall be permanently reduced by the amount of the required prepayment not applied to the Term Loans), and fourth, to the cash collateralization of LC Obligations; (ii) within each of the foregoing Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and (iii) with respect to Eurocurrency Loans, in such order as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). Each prepayment of Term Loans made pursuant to Sections 4.4(c) and (d) shall be allocated first to the Term Loans based on the aggregate principal amount of the Scheduled Term Repayments due within the twelve month period following the date of such prepayment in direct order of maturity, and, thereafter, shall be allocated second to the Non-Extended Term B Dollar Loans and Term C Dollar Loans in proportional amounts equal to the Non-Extended Term B or Term C Percentage for the Non-Extended Term B Dollar Loans or the Term C Dollar Loans, as applicable (in each case, after giving effect to the prepayments made to the Scheduled Term Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each Non-Extended Term B Dollar Loan or Term C Dollar Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments) and thereafter, shall be allocated third, without duplication, to the Extended Term B Dollar Loans, the Series 2 Extended Term B Dollar Loans, the 2013 Additional Term Loans, the 2013-1 Additional Term Loans, the 2015 Extended Term B Dollar Loans, the 2015 Non-Extended Term B Dollar Loans, the 2016 Term B Loans, the 2021 Term B Loans, the 2023 Term B Loans and the 2014-1 Additional Term Loans in proportional amounts equal to the Extended Term B, Series 2, 2013 Additional Term, 2013-1 Additional Term, 2015 Extended Term B, 2015 Non-Extended Term B, 2016 Term B, 2021 Term B, 2023 Term B or 2014-1 Additional Term Percentage for the Extended Term B Dollar Loans, the Series 2 Extended Term B Dollar Loans, the 2013 Additional Term Loans, the 2013-1 Additional Term Loans, the 2015 Extended Term B Dollar Loans, the 2015 Non-Extended Term B Dollar Loans, 2016 Term B Loans, 2021 Term B Loans, 2023 Term B Loans or the 2014-1 Additional Term Loans, as applicable (in each case, after giving effect to the prepayments made to the Scheduled Term Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each Extended Term B Dollar Loan, Series 2 Extended Term B Dollar Loan, 2013 Additional Term Loan, 2013-1 Additional Term Loan, 2015 Extended Term B Dollar Loan, 2015 Non-Extended Term B Dollar Loan, 2016 Term B Loan, 2021 Term B Loan, 2023 Term B Loan or 2014-1 Additional Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). If any prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans, in the case of any Euro-Dollar Loans to Section 2.13denominated in Dollars, the Borrower may, upon at least or into Loans with one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loansmonth Interest Periods, in each the case of Loans denominated in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple an Alternative Currency. All prepayments shall include payment of $5,000,000, by paying accrued interest on the principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, under Section 3.5. All payments received in Dollars which are required to be prepaid together with accrued interest thereon applied in Euros and/or Sterling shall be converted to Euros or Sterling, as the case may be, at the Spot Rate on the date of such prepayment. (bii) Except as provided in subsection (a) aboveNotwithstanding the foregoing, if at the time that any such prepayment would be required, the Borrower may not prepay all is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any portion Permitted Refinancing Indebtedness in respect thereof) that is secured on a pari passu basis with the Obligations pursuant to the terms of the principal amount of any Money Market Loan prior to documentation governing such Indebtedness with the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and net proceeds of such Bank's ratable share Asset Disposition or Recovery Event (if anysuch Permitted Pari Passu Secured Refinancing Debt (or Permitted Refinancing Indebtedness in respect thereof) of such prepayment and such notice shall not thereafter required to be revocable by the Borrower. Each such prepayment shall offered to be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(bso repurchased, “Other Applicable Indebtedness”), then the Borrower shall repay may apply such principal amount Net Sale Proceeds on a pro rata basis (together with accrued interest thereon) determined on the basis of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed the Term Loans does and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Bank's Commitment as then reducednet proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and (iithe remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the aggregate unpaid principal prepayment of the Term Loans as set forth in this Section 4.5 and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of all outstanding Loans does not exceed the aggregate amount prepayment of the Commitments as then reduced. Any Term Loans that would have otherwise been required pursuant to Section 4.4(c) and this Section 4.5(a) shall be reduced accordingly; provided, that to the extent the holders of Other Applicable Indebtedness decline to have such prepayment indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) Notwithstanding the provisions of Section 4.4 or this Section 4.5(a), prior to the Eleventh Amendment Release Date or the 2014-1 Additional Term Loans Termination Date, no mandatory prepayments shall be required in respect of the 2014-1 Additional Term Loans pursuant to Section 4.4(c) or (d) and any mandatory prepayments pursuant to such sections shall be made in accordance with all applicable provisions as if the 2014-1 Additional Term Loans were not outstanding on the date of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)such prepayment.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13The Loan may be prepaid, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or in any part from time to time time, without premium or penalty, and must be prepaid in part the following amounts and at the following times: (1) unless ▇▇▇▇▇▇ shall otherwise consent in amounts aggregating $25,000,000 writing, contemporaneously with the refinancing of the Debt owing to Lender under this Agreement, in an amount equal to one hundred percent (100%) of the outstanding Obligations; (2) unless ▇▇▇▇▇▇ shall otherwise consent in writing, on the date on which a Borrower (or Lender as loss payee or assignee) receives any larger multiple casualty proceeds with respect to any asset upon which ▇▇▇▇▇▇ maintained a Lien, an amount equal to one hundred percent (100%) of $5,000,000such proceeds (net of reason-able and documented out-of-pocket expenses and fees), by paying or such lesser portion of such proceeds as Lender shall elect to apply to the principal Obligations; (3) an amount equal to any interest that is deemed to be prepaid together with accrued interest thereon in excess of the Maximum Rate and is required to be applied to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion reduction of the principal amount balance of the Loan as provided for in this Agreement; (4) unless Lender shall otherwise consent in writing, upon receipt by a Borrower of the proceeds of any Money Market Loan prior Asset Disposition that is not made in the ordinary course of business or that pertains to any collateral securing the Obligations, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of reasonable and documented out-of-pocket fees and expenses) or such lesser portion as Lender shall elect to apply to the maturity thereof.Obligations; and (c5) Upon unless ▇▇▇▇▇▇ shall otherwise consent in writing, upon receipt by a Borrower of a notice proceeds (net of prepayment pursuant reasonable and documented out-of-pocket fees and expenses) of any other extraordinary receipts or from the incurrence of Debt or issuance and sale of any Debt or equity securities at any time, in each case, which is prohibited by the terms herein, an amount equal to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share one hundred percent (if any100%) of such prepayment and net proceeds, or such notice lesser portion as Lender shall not thereafter be revocable by elect to apply to the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or BorrowingObligations. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or The Borrowers may from time to time pay, without penalty or premium, all outstanding Base Rate Loans, or, in part in amounts aggregating $25,000,000 or any larger multiple a minimum aggregate amount of $5,000,000, by paying any portion of the principal amount to be prepaid together with accrued interest thereon outstanding Base Rate Loans not later than 11:00 a.m. upon one (1) Business Day’s prior notice to the date of prepaymentAdministrative Agent. The Administrative Agent shall give prompt notice thereof to the Lenders. (b) Except as provided The Borrowers may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Term SOFR Loans, or, in subsection (a) abovea minimum aggregate amount of $5,000,000, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan outstanding Term SOFR Loans upon two (2) Business Days’ prior notice to the maturity thereofAdministrative Agent. The Administrative Agent shall give prompt notice thereof to the Lenders. (c) Upon receipt of a notice of prepayment pursuant to this SectionIf at any time, for any reason, the Agent Aggregate Outstanding Credit Exposure of all Lenders shall promptly notify each Bank exceed the Aggregate Commitment then in effect, the Borrowers shall, without notice or demand, immediately prepay the Loans such that the sum of the contents thereof and aggregate principal amount of Loans so prepaid at least equals the amount of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowingexcess. (d) On All written notices of prepayments under Section 2.8(a) or (b) shall be substantially in the form of Exhibit I hereto or such other form agreed to by the Company and the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent). (e) Each prepayment pursuant to this Section 2.8 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any reduction amounts payable under Section 3.4 in connection with such payment. (f) Notwithstanding anything to the contrary contained in this Agreement, any Borrower may rescind or postpone any notice of Commitments pursuant to prepayment under Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon2.8(a) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), or (b) and (c) if such prepayment would have resulted from a refinancing of this Section 2.11)all or a portion of the Loans or if it is otherwise conditioned on the consummation of a transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed.

Prepayments. (a) Subject in the case of any Euro-Dollar Loans to Section 2.132.12, the Borrower may, upon at least one Domestic Business Day's notice to the Administrative Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a))Revolver Loans, or, upon three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Revolver Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this SectionSection or Section 5.08(d) or the Term Loan Addendum, the Administrative Agent shall promptly notify each Bank applicable Lender of the contents thereof and of such BankLender's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the BorrowerBorrower or the Company. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks Lenders included in the relevant Group or Borrowing. (dc) On the date of any reduction of Commitments pursuant to Section 2.09(b)2.08, the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding LoansRevolver Loans in an aggregate amount equal to the amount, if any, as may be necessary so that after such repayment (i) by which the aggregate outstanding principal amount of each Bank's Committed Loans does not Revolver Outstandings exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Aggregate Commitments as then reduced. Any such Each prepayment shall be made in accordance with all applicable provisions of the Revolver Loans pursuant to this Agreement (including without limitation subsections (a) (other than as to amount), (b) and subsection (c) shall be applied to prepay ratably the Revolver Loans of this Section 2.11all the Revolver Lenders, and shall be applied to prepay such Group or Groups of Loans as shall have been designated in the applicable notice (or, if no such designation shall have been made, as the Administrative Agent shall select in its discretion).

Prepayments. The Borrower may (a) Subject in the case of any Euro-Dollar clause (a)) and ----------- shall (in the case of each other clause) make the following prepayments of the Revolving Loans to Section 2.13, the (Competitive Bid Loans may not be voluntarily prepaid): (a) The Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time on any Business Day, make a voluntary prepayment, in part whole or in amounts aggregating part, of the outstanding principal amount of any Revolving Loans; provided, however, that (i) any such prepayment shall be made among Revolving Loans pro rata to each Lender (according to the respective Percentages of the Lenders) as directed by the Borrower and absent such direction shall be made pro rata among Revolving Loans of the same type and, if applicable, having the same Interest Period, of all Lenders; (ii) all such voluntary prepayments shall require at least same day prior written notice to the Administrative Agent (in the case of Base Rate Loans) and at least two (in the case of LIBO Rate Loans, provided the Borrower pays all related break funding costs) but no more than five (in the case of Base Rate or LIBO Rate Loans) Business Days' prior written notice to the Administrative Agent; and (iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $25,000,000 20,000,000 (or any larger $5,000,000, in the case of Base Rate Loans) and an integral multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) aboveThe Borrower shall, the Borrower may not prepay all or on each date when any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included reduction in the relevant Group Commitment Amount (or Borrowing. (dthe availability thereof) On the date of any reduction of Commitments shall become effective, including pursuant to Section 2.09(b)2.2, make a mandatory prepayment of all Loans, and if required, deliver cash collateral for Letter of Credit Outstandings, equal to the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loansexcess, if any, as may be necessary so that after such repayment (i) of the aggregate outstanding principal amount of each Bank's Committed all Loans does not exceed and Letter of Credit Outstandings over the amount of such Bank's Commitment Amount as then reduced, and so reduced (ii) the aggregate unpaid principal amount or as so available). The Borrower shall also make a mandatory prepayment of all outstanding Loans does not exceed equal to the aggregate amount Net Proceeds received from the sale of the Commitments as then reduced. Any ▇▇▇▇▇▇ Road warehouse facility, located in Columbus, Ohio, in accordance with Section 7.2.4(d) hereof; provided, that such mandatory prepayment shall be allocated between the Loans hereunder and the "Loans" as defined in the Long-Term Credit Agreement on a pro rata basis based on the Commitment Amount hereunder and the "Commitment Amount" under the Long-Term Credit Agreement. (c) Each prepayment of any Loans made in accordance with all applicable provisions pursuant to this Section shall be without premium or penalty, but shall be subject to Section 4.4. No voluntary prepayment of this Agreement (including without limitation subsections principal of any Loans prior to the Commitment Termination Date pursuant to clause (a) (other than as to amount), (b) and (c) of this Section 2.11)shall cause a reduction in the Commitment Amount.

Prepayments. (i) Within ten (10) calendar days after delivery of Parent's annual audited financial statements commencing with the period ending December 31, 2005 and continuing for each period ending December 31 thereafter, the Administrative Borrower shall make an annual prepayment of the outstanding principal amount of the Term Loan in an aggregate amount equal to the lesser of (i) $400,000 and (ii) 25% of the Excess Cash Flow for each preceding fiscal year. (ii) Immediately upon any sale or disposition by Parent or any of its Significant Subsidiaries of property or assets other than (A) so long as (1) no Default shall have occurred and be continuing, (2) there shall be no Advances outstanding, and (3) the Domain Name Sales and the Infocrossing Stock Sales, as the case may be, shall have occurred on or prior to January 1, 2006, up to $3,000,000 of Net Cash Proceeds from the Domain Name Sales and up to $2,000,000 of Net Cash Proceeds from the Infocrossing Stock Sale and (B) sales or dispositions of Inventory in the ordinary course of business or sales of Equipment or Software (as defined in the Code), the proceeds of which are used to replace such Equipment or Software within 90 days after such sale, Administrative Borrower shall prepay the outstanding principal amount of the Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such sales or dispositions to the extent that the aggregate amount of Net Cash Proceeds received by such Person for all such sales or dispositions exceeds $500,000 in any fiscal year. Nothing contained in this subclause (i) shall permit Parent or any of its Significant Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (iii) Immediately upon the receipt by Parent or any of its Significant Subsidiaries of any Extraordinary Receipts in excess of $1,000,000 in the aggregate, Administrative Borrower shall prepay the outstanding principal of the Term Loan in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; provided, however, that the exceptions to the mandatory prepayments contained in subclause (ii) above. (iv) Immediately upon the occurrence of the outstanding principal amount of the Advances plus the then outstanding principal amount of the Term Loan plus the Letter of Credit Usage exceeding the lowest of (a) Subject the Maximum Revolver Amount, (b) 2.00 times TTM EBITDA, (c) 50% of the Enterprise Valuation and (d) Borrowers' Collections with respect to Accounts arising from transactions located in the case United States for the immediately preceding 90 day period, Administrative Borrower shall prepay the outstanding principal amount of any Euro-Dollar Loans the Term Loan in an amount necessary to Section 2.13, cause the Borrower outstanding principal amount of the Advances plus the then outstanding principal amount of the Term Loan plus the Letter of Credit Usage not to exceed the lowest of clauses (a) through (d) above. (v) The Borrowers may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or time and from time to time time, on and after January 1, 2006, prepay an amount up to $3,000,000 in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion aggregate of the outstanding principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a Term Loan, without premium or penalty. The Administrative Borrower shall give the Lender notice of each prepayment pursuant to this Section, Section 2.4(c)(v) no later than 10:00 A.M. on the Agent shall promptly notify each Bank of Business Day before the contents thereof and date of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrowerprepayment. Each such notice of prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. specify (dA) On the date of any reduction of Commitments pursuant such prepayment is to Section 2.09(b), the Borrower shall repay such principal amount be made and (together with accrued interest thereonB) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reducedTerm Loan to be prepaid. Any such prepayment shall Amounts to be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as prepaid pursuant to amount), (b) and (c) of this Section 2.11)2.4(c)(v) shall irrevocably be due and payable on the date specified in the applicable notice of prepayment, together with interest thereon as provided in Section 2.6.

Prepayments. (a) Subject Except as expressly provided in the case this Agreement, all prepayments of any Euro-Dollar Loans to Section 2.13, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate principal made by Borrowers pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment 4.4 shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) first to the aggregate outstanding principal amount payment of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Term Loans does not exceed until paid in full, and second, if an Event of Default then exists, to the aggregate amount payment of the Commitments then outstanding balance of the Revolving Loans, and the cash collateralization of LC Obligations and to the payment of the then outstanding balance of Overdraft Amounts, on a pro rata basis, with any excess being retained by the applicable Borrower; (ii) within each of the foregoing Loans under a particular Facility, first to the payment of Base Rate Loans under such Facility and second to the payment of Eurocurrency Loans under such Facility; and (iii) with respect to Eurocurrency Loans, in such order as then reducedBorrowers shall request (and in the absence of such request, as Administrative Agent shall determine). Any such Each prepayment shall be of Term Loans made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as pursuant to amountSection 4.4(c), (be) and (cf) shall be applied to the Term Loans of this each Term Facility pro rata according to the respective outstanding principal amounts of the Term Loans of each Term Facility (in each case, within each Term Facility ratably to the remaining Scheduled Term Repayments thereof in forward order of maturity). If any prepayment of Eurocurrency Loans, denominated in Dollars, made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans denominated in Dollars. All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, under Section 2.11)3.5.

Prepayments. (a1) Subject The Borrower may prepay Loans hereunder, other than Fixed Rate Loans, in whole or in part at any time, without premium or penalty. (2) The Borrower shall, and shall cause each of its Subsidiaries to (subject, in the case of PICO and PACO, to regulatory restrictions prohibiting the taking of such action), remit to the Lender for application against the Term Loan, immediately upon receipt thereof, one hundred percent (100% of Net Cash Proceeds received from the sale, transfer, lease or other disposition of any Euro-Dollar Loans to Section 2.13, and all Substantial Assets of the Borrower mayor any Subsidiary; provided, upon at least one Domestic Business Day's notice however, that nothing contained herein shall be construed to permit any such sale or other disposition unless the same is permitted pursuant to Paragraph 6(h) below and, provided further, that Net Cash Proceeds of the sale of PACO shall only be required to be delivered hereunder to the Agentextent the same are in excess of $4,500,000, prepay it being agreed and understood that the Group first $4,500,000.00 of Domestic Loans Net Cash Proceeds from the sale of PACO shall have been used to make the March 31, 2001 payment required pursuant to Paragraph 1 above (or any Money Market Borrowing bearing to reimburse the Borrower for the amount of such payment if made from other sources). (3) Principal amounts prepaid on the Term Loan shall be applied to installments thereon in inverse order of maturity; provided, however, that portion of Net Cash Proceeds of the sale of PACO required to be delivered to the Bank as a mandatory prepayment under subparagraph (2) above shall be applied against interest and/or principal payments on the Term Loan in such order as the Borrower may direct in writing at the Base Rate pursuant to Section 8.01(a))date of delivery of such Net Cash Proceeds, or, upon three Euro-Dollar Business Days' notice if the Borrower shall not so direct, shall be applied to principal installments in direct order of maturity. (4) The Borrower shall pay in connection with any prepayment hereunder all interest accrued but unpaid on Loans to which such prepayment is applied and any prepayment premium payable pursuant to Paragraph (i) above concurrently with any payment to the Agent, prepay Lender of any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentamounts." (b) Except as provided in subsection (aParagraph 6(h) above, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior Credit Agreement is hereby amended to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included read in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, its entirety as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the aggregate amount of the Commitments as then reduced. Any such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11).follows:

Prepayments. (ai) Subject Except as expressly provided in this Agreement, all prepayments of principal made by the Borrower pursuant to Sections 4.4(c) and (d) shall be applied (i) first, subject to Section 4.5(a)(ii), to the payment of the unpaid principal amount of the Term Loans (with, except as provided in the next succeeding sentence, the Term Percentage for each Term Facility of such repayment to be applied as a repayment of Term Loans of such Term Facility), second, to the prepayment of the then outstanding balance of Swing Line Loans, third, to the payment, pro rata, of the then outstanding balance of the Revolving Loans (and the Revolving Commitments shall be permanently reduced by the amount of the required prepayment not applied to the Term Loans), and fourth, to the cash collateralization of LC Obligations; (ii) within each of the foregoing Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and (iii) with respect to Eurocurrency Loans, in such order as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). Each prepayment of Term Loans made pursuant to Sections 4.4(c) and (d) shall be allocated first to the Term Loans based on the aggregate principal amount of the Scheduled Term Repayments due within the twelve month period following the date of such prepayment in direct order of maturity, and, thereafter, shall be allocated second to the Non-Extended Term B Dollar Loans and Term C Dollar Loans in proportional amounts equal to the Non-Extended Term B or Term C Percentage for the Non-Extended Term B Dollar Loans or the Term C Dollar Loans, as applicable (in each case, after giving effect to the prepayments made to the Scheduled Term Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each Non-Extended Term B Dollar Loan or Term C Dollar Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments) and thereafter, shall be allocated third, without duplication, to the Extended Term B Dollar Loans, the Series 2 Extended Term B Dollar Loans, the 2013 Additional Term Loans, the 2013-1 Additional Term Loans, the 2015 Extended Term B Dollar Loans, the 2015 Non-Extended Term B Dollar Loans, the 2016 Term B Loans and the 2014-1 Additional Term Loans in proportional amounts equal to the Extended Term B, Series 2, 2013 Additional Term, 2013-1 Additional Term, 2015 Extended Term B, 2015 Non-Extended Term B, 2016 Term B or 2014-1 Additional Term Percentage for the Extended Term B Dollar Loans, the Series 2 Extended Term B Dollar Loans, the 2013 Additional Term Loans, the 2013-1 Additional Term Loans, the 2015 Extended Term B Dollar Loans, the 2015 Non-Extended Term B Dollar Loans, 2016 Term B Loans or the 2014-1 Additional Term Loans, as applicable (in each case, after giving effect to the prepayments made to the Scheduled Term Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each Extended Term B Dollar Loan, Series 2 Extended Term B Dollar Loan, 2013 Additional Term Loan, 2013-1 Additional Term Loan, 2015 Extended Term B Dollar Loan, 2015 Non-Extended Term B Dollar Loan, 2016 Term B Loan or 2014-1 Additional Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). If any prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans, in the case of any Euro-Dollar Loans to Section 2.13denominated in Dollars, the Borrower may, upon at least or into Loans with one Domestic Business Day's notice to the Agent, prepay the Group of Domestic Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loansmonth Interest Periods, in each the case of Loans denominated in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple an Alternative Currency. All prepayments shall include payment of $5,000,000, by paying accrued interest on the principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, under Section 3.5. All payments received in Dollars which are required to be prepaid together with accrued interest thereon applied in Euros and/or Sterling shall be converted to Euros or Sterling, as the case may be, at the Spot Rate on the date of such prepayment. (bii) Except as provided in subsection (a) aboveNotwithstanding the foregoing, if at the time that any such prepayment would be required, the Borrower may not prepay all is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any portion Permitted Refinancing Indebtedness in respect thereof) that is secured on a pari passu basis with the Obligations pursuant to the terms of the principal amount of any Money Market Loan prior to documentation governing such Indebtedness with the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and net proceeds of such Bank's ratable share Asset Disposition or Recovery Event (if anysuch Permitted Pari Passu Secured Refinancing Debt (or Permitted Refinancing Indebtedness in respect thereof) of such prepayment and such notice shall not thereafter required to be revocable by the Borrower. Each such prepayment shall offered to be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(bso repurchased, “Other Applicable Indebtedness”), then the Borrower shall repay may apply such principal amount Net Sale Proceeds on a pro rata basis (together with accrued interest thereon) determined on the basis of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed the Term Loans does and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Bank's Commitment as then reducednet proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and (iithe remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the aggregate unpaid principal prepayment of the Term Loans as set forth in this Section 4.5 and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of all outstanding Loans does not exceed the aggregate amount prepayment of the Commitments as then reduced. Any Term Loans that would have otherwise been required pursuant to Section 4.4(c) and this Section 4.5(a) shall be reduced accordingly; provided, that to the extent the holders of Other Applicable Indebtedness decline to have such prepayment indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) Notwithstanding the provisions of Section 4.4 or this Section 4.5(a), prior to the Eleventh Amendment Release Date or the 2014-1 Additional Term Loans Termination Date, no mandatory prepayments shall be required in respect of the 2014-1 Additional Term Loans pursuant to Section 4.4(c) or (d) and any mandatory prepayments pursuant to such sections shall be made in accordance with all applicable provisions as if the 2014-1 Additional Term Loans were not outstanding on the date of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)such prepayment.

Prepayments. (a) Subject Subject, in the case of any Euro-Dollar CP Rate Loans to Section 2.13and LIBOR Loans, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay the Group funding indemnification provisions of Domestic Loans Section 4.3: (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or a) Borrower may from time to time voluntarily prepay, without penalty or premium, all outstanding Advances, or, in part in amounts aggregating a minimum aggregate amount of $25,000,000 1,000,000 per Group (or any a larger integral multiple of $5,000,0001,000,000 per Group), any portion of the outstanding Advances by paying giving prior written notice to the Co-Agents (each, a "Prepayment Notice"): (i) given within the Required Notice Period with respect to each Pool Funded Conduit's Loans so prepaid and (ii) providing for such prepayment to occur on the last day of the CP Tranche Period with respect to Gotham's CP Rate Loans so prepaid; provided that each such prepayment of principal complying with the provisions of this section or otherwise is accompanied by a payment of all accrued and unpaid interest on the amount to be prepaid prepaid, together with accrued interest thereon all amounts (if any) due under Section 4.3 and any Broken Funding Costs (if any) due because of such prepayment, and is made between the Conduits in such proportions so that after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Conduit shall be in proportion to such Conduit's Percentage of the date aggregate outstanding principal balance of all Advances then outstanding hereunder. The Co-Agent's agree to use their best efforts to accommodate any request by Borrower to prepay any portion of the outstanding Advances in any manner other than as required herein to minimize any Broken Funding Costs associated with such prepayment. (b) Except as provided in subsection (a) aboveIf, the Borrower may not prepay all or on any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this SectionBusiness Day, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed the Loans does not exceed from the amount of such Bank's Commitment as then reducedBlue Ridge Group exceeds the Blue Ridge Allocation Limit, and (ii) or the aggregate unpaid principal amount of all the Loans outstanding from Blue Ridge exceeds the Blue Ridge Liquidity Banks' Liquidity Commitments pursuant to the Blue Ridge Liquidity Agreement divided by 102%, Borrower shall prepay such Loans does by wire transfer to the Blue Ridge Agent received not exceed later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid. (c) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the Gotham Group exceeds the Gotham Allocation Limit, or the aggregate principal amount of the Loans outstanding from Gotham exceeds the Gotham Liquidity Banks' aggregate Liquidity Commitments as then reduced. Any pursuant to the Gotham Liquidity Agreement divided by 102%, Borrower shall prepay such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as Loans by wire transfer to amount), (b) and (c) of this Section 2.11).the Gotham Agent received not later than

Prepayments. (a) Subject The applicable Borrower may prepay the Revolving Advances or the Term Advances made to it, provided however that a Borrower may not prepay any Bankers' Acceptances or B/A Loans; provided, however, that a Borrower may defease any B/A or B/A Loan by depositing with the Administrative Agent an amount that, together with interest accruing thereon to the end of the Contract Period or Interest Period (as applicable) therefor, is sufficient to pay such maturing Bankers' Acceptances or B/A Loans when due. A Borrower may, upon (i) in the case of any Euro-Dollar Loans to Section 2.13Eurodollar Rate Advances, at 33 least three Business Days notice or (ii) in the Borrower maycase of Prime Rate Advances or Base Rate Advances, upon at least one Domestic Business Day's telephonic notice not later than 8:00 a.m. (Calgary local time) on the date of prepayment followed as promptly as practicable by written notice, to the AgentAdministrative Agent which specifies the proposed date and aggregate principal amount of the prepayment and the Type of Advances to be prepaid, and if such notice is given such Borrower shall, prepay the Group outstanding principal amounts of Domestic Loans (or any Money Market the Advances comprising the same Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)), or, upon three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any timeor ratably in part, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of such prepayment on the amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount not less than Cdn.$5,000,000 or an integral multiple of Cdn.$1,000,000 in excess thereof in the case of Prime Rate Advances and Cdn. Dollar Eurodollar Rate Advances, and U.S.$5,000,000 or an integral multiple of U.S.$1,000,000 in excess thereof in the case of Base Rate Advances and U.S. Dollar Eurodollar Rate Advances, and (y) in the event of any such prepayment of Eurodollar Rate Advances on any day other than the last day of an Interest Period for such Eurodollar Rate Advances, the applicable Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to, and to the extent required by, Section 9.04(b); provided, further, however, that such Borrower will use its best efforts to give notice to the Administrative Agent of the proposed prepayment of Base Rate Advances on the Business Day prior to the date of such proposed prepayment. (b) Except as provided If on any date, after giving effect to all Advances and all repayments and prepayments to occur on such date, and based on the Exchange Rate then in subsection (a) aboveeffect, the Borrower may not prepay all or any portion Administrative Agent determines that the aggregate Cdn. Dollar Equivalent of the principal outstanding Advances hereunder shall have exceeded for more than three consecutive Business Days an amount equal to 105% of any Money Market Loan prior to the maturity thereof. (c) Upon receipt total Commitments of a notice of prepayment pursuant to this Sectionthe Lenders under the Agreement, the Administrative Agent shall promptly notify each Bank of the contents thereof and Borrower of such Bank's ratable share (if any) of such prepayment occurrence and such notice the Borrowers shall not thereafter be revocable by on the Borrower. Each such prepayment shall be applied to next succeeding Business Day prepay ratably the Loans of the several Banks included Advances in the relevant Group or Borrowing. (d) On the date of any reduction of Commitments pursuant to Section 2.09(b), the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) the aggregate outstanding principal amount of each Bank's Committed Loans does not exceed the amount of such Bank's Commitment as then reduced, and (ii) the aggregate unpaid principal amount of all outstanding Loans does not exceed the an aggregate amount of the Commitments as then reduced. Any sufficient to eliminate such prepayment shall be made in accordance with all applicable provisions of this Agreement (including without limitation subsections (a) (other than as to amount), (b) and (c) of this Section 2.11)excess.